Amichay is an expert in complex litigation involving commercial and corporate law. He is particularly well-versed in class action suits, derivative suits, shareholders’ conflicts and control conflicts.
Amichay accompanies the shareholders and officers of public and private corporations from a variety of fields (including real estate, industry, pharma, cannabis, etc.) through complex legal proceedings. These proceedings are intense and broad in scope, and are conducted before diverse tribunals, including district courts and the Supreme Court.
In addition, Amichay represents both plaintiffs and defendants in complex class action suits in the areas of securities, labor law, accessibility, and more. Such suits are evaluated at a total sum of hundreds of millions of shekels.
Amichay also serves as teaching assistant to the Honorable Deputy President Khaled Kabub, of the financial department of the Tel Aviv District Court, for a range of courses taught at Bar-Ilan University and the Ono Academic College.
Before joining Barnea, Amichay practiced at a leading law firm and served as legal counsel to the President of the Institute of Certified Public Accountants in Israel.
The Hebrew University of Jerusalem, LL.M, 2017
Ono Academic College, B.A in Business Administration, specializing in accounting, 2012
Ono Academic College, LL.B (magna cum laude), 2011
Member of the Israel Bar Association since 2012
Member of the Accountants Council since 2016
News and updates - Amichay Tessler:
Proper Articles of Association – Now More Than Ever
The coronavirus crisis, which hit both the Israeli market and markets globally, has been unsettling. It undermined existing collaborations and encouraged the creation of new ones. It weakened the inertia that drove many businesses and employees, and forced numerous entities to reinvent themselves, to initiate and to dare.
To make the entrepreneurial dream a reality, many people prefer to cooperate with other entities in order to increase a new business's prospects of success. This is particularly true during the uncertainty of the coronavirus era and the string of lockdowns imposed on Israelis.
A Company's Most Important Document – Articles of Association
A common method of incorporation and working together toward a shared business goal is establishing a private company. In a company, the entrepreneurs become shareholders. Before embarking on this road and establishing a company, it is important to note an important, constitutive document designed to define future relationships between shareholders. This is a company's articles of association.
A company's articles of association is in effect a contract between the shareholders themselves and between them and the company, which is an independent and separate entity. In the articles of association, the shareholders regulate many activities in a manner that binds them. As opposed to shareholders’ agreements, which only apply to the specific shareholders that are party to them, the articles of association apply to all the company's shareholders, including those who join the company in the future. Courts have even held that the articles of association override any other arrangement between shareholders, to the extent such arrangements are inconsistent with the articles of association.
Arrangements Included in the Articles of Association
Shareholders define the structure of the company's board of directors, as well as which decisions require a special majority of shareholders or directors (e.g., unanimously). These special majority decisions may include investments or expenses that exceed a certain sum, appointments of managers, entering new field of activity, etc.
Additionally, shareholders may provide for mechanisms to protect against the entry of new shareholders. Such mechanisms are designed to preserve the company's DNA and give shareholders the tools to correct a situation in which shareholders who do not share their agenda or vision at the founding of the company later join it. For instance, the shareholders may decide to grant a right of first refusal to the existing shareholders (some or all of them). The implication is that when a shareholder wishes to sell his shares, he must offer his shares for purchase to the shareholders with the right of first refusal before offering them to a third party.
Rights Attached to Shares
A company's articles of association are critically important, especially when there are disputes between shareholders. When this happens, each party clings to an interpretation of the vaguer provisions most convenient to him, in order to take a bite out of the opposing party's rights. Last October, the court held that articles of association must be interpreted strictly (Ariela Vivian Shaked v. Wave Guard Technologies Ltd.). This ruling even further cements the importance of recording the parties' agreements and regulating the rights and protections to which each party is entitled. It is so much so that these agreements may be the material factor in resolving disputes and battles for control between shareholders.
Consequently, we anticipate many companies to incorporate in the coming weeks and months. Drafting proper articles of association, which constitutes a binding agreement between the shareholders and defines their rights and the operation of the company, is crucial. It will help clarify understandings between the shareholders, prevent future disputes and misunderstandings, and avoid obstacles on the road to the business's and the company's success.
Contact us if you require any assistance or further information.
Eyal Nachshon and Amichay Tessler Op-Ed: New Supreme Court Ruling Will Allow Businesses to Repel Class Actions
Eyal Nachshon and Amichay Tessler of our Litigation Department published an op-ed in Dun's Calcalist on the new Supreme Court ruling that would-be plaintiffs must approach defendants before filing a class action suit. According to Eyal and Amichay, this ruling is significant news for private businesses seeking to repel class action lawsuits.
Is It Necessary to Send a Demand Letter a Defendant Prior to Filing a Class Action Suit?
In December 2019, an expanded panel of seven Supreme Court justices published a precedential and important decision considering the issue of whether a party seeking to file a class action suit against a government agency must send a demand letter to the agency in advance of filing.