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Together is powerful

Together is powerful

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Adv. Daniel Lorber
China has a long-held reputation in the international community for being closed off from outsiders — a reputation that it cultivated for thousands of years. In recent decades, however, this past custom has rapidly been changing and China has become a world leader in manufacturing and production, leveraging a large population and an immense technological skill base. Today China is pushing for more growth, looking to drive innovation to launch its economy into the future. This has led to a trend of opening up to the world, and in keeping with that trend, China has begun to reach out to Israel.   Today Israel is only the third country with which China has developed a multi-visit visa program to encourage business and tourist travel. This highlights the importance of Israel's role as an innovation center for new technologies, particularly in the fields of Agrotech, Healthcare, Fintech and cyber security, and China’s desire to strengthen its cooperation with Israeli technology companies.   In March, Prime Minister Benjamin Netanyahu and Chinese Vice Premier Liu Yandong announced that Israel and China were starting negotiations for a bilateral free trade agreement. A free-trade agreement between Israel and China may not only increase the gross national product of both countries, but also would most likely double the total value of traded goods between both countries, which currently stands at $8 billion.   Challenges to NavigateThe two countries have much to offer each other, and the ability of Israeli companies to offer technological solutions which are applicable to the needs of the Chinese market is of significant interest to the Chinese government and Chinese investors and companies.   Despite the many advantages which such cooperation can yield to both countries, there are many obstacles which hinder the cooperation between the two countries, such as cultural gaps which have a material effect on negotiations and the ability to locate a strategic partner on the other side, as well as differences in each party’s expectations with regard to a given transaction. Whereas many Israeli entrepreneurs and companies set their companies up for future exits, Chinese investors are in search for technologies that could benefit the Chinese market and therefore are looking for long term projects that are not necessarily focused solely on their return on investment.   In addition, another challenge which is inherent to Israel- China collaborations is the need to be familiar with Chinese laws and regulations and the ability to navigate the heavy bureaucracy which is associated with operating in China. In order to overcome the above challenges it is highly recommended to receive counsel from professionals who possess the know-how which in bridges the cultural and legal gaps between the parties, and who can advise on certain material issues which are synonymous with doing business in China, such as proper tax structures, or expatriating funds which were generated in China. For assistance in these challenges, please speak with the experts at Barnea & Co., and we will get you started on the right path.
Adv. Gal Oren
5 Myths About Renewable Energy
May 3, 2016 / by Gal Oren
Sources of renewable energy include, among others, wind energy, solar energy, and hydroelectric energy. With different groups fighting to maintain or increase their relevance on the world energy stage, many myths about these energy sources pervade our understanding of how, and how well, they work. Five myths in particular emerge consistently, and should be overcome for you to better understand how the world is powered.   1. Renewable Energy Is ExpensiveMany forms of renewable energy require up-front investments, whether for individual consumers, companies, or governmental organizations. But those investments tend to pay off quickly in energy cost savings. Further, as competition increases for providers of equipment and services in this industry, those up-front costs are diminishing steadily.   2. It Is Still NewRenewable energy use actually predates our reliance on fossil fuels. For centuries people have harnessed wind, sun, and water to provide energy, going back as far as medieval windmills in the Netherlands. Modern technological solutions include the Hoover Dam, which has been providing electricity since the 1940s; and commercial solar plants have existed since the 1980s.   3. It Is UnreliableThe wind does not always blow, and the sun does not always shine. Still, technology has improved and continues to improve constantly. For example, we are now able to store enough solar energy on a sunny day to continue to produce at night, and harness enough wind to continue to power over time.   4. It Doesn't Create Much PowerAccording to the U.S. Energy Information Administration, about 21% of the world's energy generation in 2011 came from renewable sources - and much more in countries that have adopted renewable energy policies (Germany for example). Renewable sources cannot yet completely replace fossil fuels or nuclear energy, but this provides a significant portion of the world's energy. These sources allow smaller companies and nations to emerge with a greater role in the global market.   5. It Is InefficientTechnological developments allow energy to be stored, backed up, and distributed over time. And once the initial apparatus is set up, you can produce steady levels of energy over time without having to add in resources in the way non-renewable sources require. Over time, renewable sources become much more efficient than other sources of energy.Barnea & Co. has vast experience in providing legal support and advice for the development of energy infrastructure projects. Contact us to help bring your renewable project concept into reality.
Adv. Dotan Baruch
E-Commerce sites of both B2C and B2B oriented businesses still remain a positive growth vector across many industries and concerns. This will continue as more and more locations are provided with access to the Internet and as the bandwidth available correspondingly increases. However, the rising traffic is only one small factor in increasing overall e-commerce sales. A comprehensive approach to sales generation and lead transition is necessary to produce a sustainable increase in both the number of new transactions and the number of older or repeat consumers. Centered around the five steps listed below, a properly implemented strategy could significantly improve sales for your business.    The Five Key Steps For Increasing Sales At Commerce Sites   Importantly, it is the combination or varied combination of these steps that are capable of producing results. It is also conceivable that your business currently employs one or more of these steps. However, an overall analysis could potentially identify which of the other steps could be used or combined with existing implementations in order to achieve significant results. The five key steps are:   Improved Automation Levels Proper Inventory Management Procedures Dynamic Pricing Customer/Consumer Value Creation Improved Customer Service Response   Inventory Control   With the exception of customer/consumer value creation and improved customer service response, the rest are invisible to the site traffic. However, they play a critical role in increasing sales. Automation levels are a component of both the proper management procedures and dynamic pricing. If the automation levels are insufficient and reliance on manual pricing changes is the norm, the customer will not derive the price changes that can affect their buying decision in sufficient time. For example, some marketing research has mentioned that it is possible that companies such as Walmart and Amazon will adjust pricing up to every ten minutes. This is referred to as dynamic pricing, one of the key steps.    Value and Service Response   Traditional methodology such as discounts account for increased consumer value creation. Importantly, this should correspond to inventory levels to become part of your inventory management procedures. This is facilitated by the dynamic pricing. Of course, Improved Customer Service Response should be obvious, however, it should be organic to your company as to the specific implementation and practices required to present the consumer with a flexible and responsive customer service.  Altogether, these five steps can help improve your commerce site sales. However, it is up to you and your company to ensure proper implementation in order to achieve the desired objective of a sales increase at your commerce sites.   
Adv. Dreyfuss Ariella
Calling all Angels
April 10, 2016 / by Ariella Dreyfuss
Israel is brimming with high tech ideas and you want to be part of the action, one way to do so is by providing a start-up with early seed money. But you need to protect your investment. The Target. Choose a start-up in a field that you understand, it will help you evaluate its chances of success. Remember founders can be picky too, they prefer angels who bring something to the table other than just money - contacts, distribution channels, expertise etc. Investment Deck. Ask for an investment deck and check it addresses the following questions to your satisfaction: What is the market need? How does the proposed product fill this need? What are competitors doing? How is the proposed product better? What is the proposed business model and budget? MOU. This should be a non-binding document that does not commit you to invest, but includes the material terms of the transaction. This is signed even before the material due diligence is conducted to ensure that everyone is on the same page and to avoid wasting valuable time and resources. When drafting the MOU you should consider: 1. Lump sum v Installments. You do not need to part with your hard earned cash in one go. You can be more conservative and condition your investment on the company meeting certain milestones.   2. Equity v Convertible Loan. You do not need to commit now. You can invest by way of a convertible loan. This may be less risky as (i) you can ask for repayment if you are not happy with the company’s performance, or (ii) you can convert into equity at the next investment round, on the same terms as the round and at a discount.   3. Company Valuation. At this stage the number will almost always be subjective. The founders will not want the valuation to be too low, because they do not want to give away too much of the pie. On the other hand you do not want it to be too high as: (i) you want a nice piece of the pie and (ii) you do not want a down round in the future (where the valuation drops), as this will dilute your holdings and may also deter future investors as it will reflect poorly on the company.   4. Anti-dilution. Whether full ratchet, broad based weighted average or narrow based weighted average, these anti-dilution protections will preserve your percentage holdings in a down round, or mitigate their dilution.   5. You want the target to have an employee share option pool and plan. You want the target to incentivize its employees and to attract the best talent. What you do not want is that the pool is created at your expense (i.e. by diluting your holdings). So ask that the company allocates a pool prior to your investment.   6. Do you want a seat on the board, to be an observer or would you be happy with information rights? Remember board members have duties as well as rights. If you are on the board, make sure the company agrees to indemnify you for your actions and purchases sufficient Director and Officers insurance.   7. General Terms. Most angels are minority shareholders, so make sure you include restrictive provisions preventing the company from taking certain actions without your consent - for example, changing the business of the company or selling the IP. You are taking a high risk at this stage so you want to guarantee a high reward, you could ask for dividend preference and liquidation preference. However, remember that your terms will set a precedent for the next investment round and the founders will be reluctant to give away too much.   8. Founders. Part of your decision to invest will inevitably be based on the identity of the founders, so make sure they will be around for the foreseeable future. Request a no sale undertaking, whereby they agree not to sell their holdings in the company for a certain period. Demand a co-sale right, so if the founders have a nice exit, you can benefit from it as well. Most importantly make sure the founders are dedicated, that they are engaged by the company on a full time basis and that this is not simply their hobby. You can also ask that if the founders cease working for the company within a certain period, the company will have the right to repurchase their shares.   9. No shop/Exclusivity. Despite the non binding nature of the rest of the MOU, the founders and company should undertake not to negotiate with other potential angels for a fixed period, buying you enough time to perform your due diligence and negotiate the definitive investment agreements without being undercut. Due Diligence. It might be that there is not much to review at this stage but performing due diligence (legal, financial and commercial) will put you in a much better position to gauge whether the start up will succeed. Is there a real market for the product? Does the company actually own the underlying intellectual property? What are the company’s current debts? Remember this is the start of a relationship, not an exit. No one likes to be bulldozed and the founders will be protective of their baby and may take flight if you are too demanding. Tread carefully but protect your money.
adv. Simon Jaffa
Building a startup company takes vision and great ideas. But before you can get up and running, it also requires legal understanding and planning. Startups need to go through steps to protect the owners and the organization. Before you start doing business, make sure you have worked through these preliminary steps.   Create a Legal Entity When you set up a business, you should create a separate legal entity under which you will operate, typically a corporation or an LLC. Identify the place you want to incorporate and set up to legally operate in all of the places you want to do business. You also need to set up your finances to ensure the assets of your company remain separate from your personal assets and file all the relevant paperwork to set up. This keeps someone from being able to attack your personal assets over a dispute with your business.   Agreements and Contracts Besides protecting yourself from outside risks, you need to make sure inside disputes cannot derail you. Any agreements you have with co-owners or investors need to be in writing and should contain terms which you are comfortable with. You should include  a vesting schedule within your agreements in order to prevent someone from getting cold feet and leaving early with his or her ownership interest. You also want to set rules for bringing in new or replacement owners.   In addition to setting up, startups need to anticipate and plan for ending operations. What criteria need to be in place for the business to sell? How will owners divest their interests if you choose to part ways or close down? Startups eventually end operations, and you need to plan before the moment arrives.   Protect Your Intellectual Property When you plan your company, you do so with ideas in place. Before you begin operating, you need to develop patent, trademark, and/or copyright protection for the products or methods that will come from your ideas. This ensures no one else can steal and run with them before you are able to build up your business.   Ensure Legal Compliance Finally, you need to understand the laws and regulations that govern your operations. If you are non-compliant, whether in corporate, tax, or securities law, you can lose the business and more. Barnea & Co. has extensive expertise in helping startups begin with the right legal footing. Contact us today to help turn your ideas into a solid business.
Most people who think about leading global players in online security concerns think big: the United States, China, and Russia. Quietly, though, Israel has emerged as a world leader in this area. Known as “Start-up Nation” since the release of Dan Senor and Saul Singer’s 2009 book of the same title, Israel has created a culture of technological development and growth. It promotes learning and understanding in technology, both culturally and through its recruitment of top minds in service to the Israel Defense Forces (IDF), resulting in a country continually pushing the technological curve forward.   Service and Training Israel requires that all citizens over the age of 18 enlist in the IDF. The compulsory service requirement opens a large pool of candidates for high-level training. From this group, Israel’s 8200 intelligence unit has the opportunity to choose the best among them to train and serve in cyber intelligence. In turn, many of the best of these develop into the online security leaders for the government and private companies.   Invention From Necessity Israel’s focus on cyber security is no accident. Uniquely situated among nations often hostile to its interests, Israel must remain vigilant against the threat of attacks from military operations and computer operations. Its culture of innovation led to its myriad start-up successes, but the IDF focus comes from a nationwide focus on security, a focus that has led inexorably to the current mantle of the cyber security nation.   Growth Potential Several successful, high-profile intrusion events concerning various corporate and government networks clearly illustrate the burgeoning market for cyber security solutions. According to a recent January 2016 article on the leading Israeli business site, Globes, there were over 430 cyber security oriented enterprises, with 19 post IPO. The oldest Israeli cyber security company is Check Point Software Technologies (Nasdaq: CHKP), who (again according to Globes) has a market cap of over 15 billion.  Since 1993, Check Point Software Technologies Ltd. has expanded to the degree that they operate in hundreds of countries with technology partners such as IBM, Microsoft and others. Check Point is not the only cyber security company that has seen growth, as all the other companies, including Cyber Ark Software Inc. (Nasdaq:CYBR) have also experienced considerable growth. Israel’s national focus has led to a surge in online security development and expertise. The world continues to require more focus in these areas, and Israel is leading the way.   Source: barlaw.co.il
On March 17th Adv. Micky Barnea delivered a lecture for start-ups and entrepreneurs at the Azrieli College of Engineering, Jerusalem. The event was sponsored by Atobe Accelerator. The lecture dealt with the use of options as a tool to encourage employees and service providers of start-ups. Various issues were discussed, including the differences between shares and options and the differences in the expectations and perspectives of entrepreneurs, investors and employees of a start-up venture. During the lecture Micky explained the basic terms of options (vesting dates, exercise price etc.) and the benefits to the company of adopting a stock option plan. https://www.youtube.com/watch?v=c6vSY5NluhE&feature=youtu.be  
adv. Maya Zisser
Buying an apartment is usually the biggest purchase of one’s life, and for most of us it represents a significant financial outlay. Therefore, once we’ve found an apartment we like but before we’ve signed a contract, it’s very important to check out several angles.   The surroundings: We recommend wandering around the neighborhood, both during the day and at night, and to speak with the neighbors and the co-op board (va’ad habayit in Hebrew) to find out if there are any problems with the building or its residents. Also, are there plans to renovate the building? What are the municipality’s plans for the immediate surroundings? Are there cell phone towers or high voltage power lines near the apartment and/or the building? What public institutions (schools, preschools, community centers, playgrounds, libraries, houses of worship, shopping centers, clinics, etc.) are nearby? Is there convenient public transportation?  It is especially important to find out if construction is planned for the immediate vicinity. Contact the local Planning and Construction Committee, a fixed feature of every local government, to gather this information.   The apartment: The physical condition: It is important to check the apartment’s physical condition. We recommend that an engineer do this to make sure there are no serious construction flaws. The state of planning: It is also important to check that the building and apartment were built with all the legal permits and there are no building code violations. This can be ascertained by looking at the building’s file kept at the Local Planning and Construction Committee. We recommend that an assessor or engineer do the check. If there are building code violations, the purchase agreement must contain a written clause that clarifies the understanding between the buyer and the seller about who bears responsibility for redressing these violations. The legal standing: It is important to ascertain that the apartment is registered to the seller in the relevant rolls at the Land Registration Office (commonly referred to as tabu in Israel), the Israel Land Authority, the housing company, and other similar sources. It is also critical to see if the seller’s rights to the apartment are in any way attached or mortgaged, and if there are any other obligations vis-à-vis the sellers rights to the apartment (such as liens, tenants’ rights, caution notes, etc.). This check is usually carried out by the real estate lawyer representing you. Make sure that, as part of the purchase agreement, the seller commits to removing all obligations and attachments related to the rights to the apartment, such that you take over the property only after its rights are free and clear of any third-party rights or obligations.   Purchase tax Anyone purchasing an apartment is obligated to pay a purchase tax. The difference between the purchase tax for a buyer who owns only this property and the purchase tax for a buyer who owns another apartment is quite significant. Therefore, we recommend you consult with your real estate lawyer to see what purchase tax you may have to pay for buying this apartment.   Mortgage: If you intend to finance part of the payment for the apartment with a mortgage loan, we recommend you ask the mortgage bank you intend to borrow from to preapprove you before you get to the contract stage. By all means, compare the terms offered by the various mortgage banks and choose the bank making the offer most attractive to your own personal circumstances. Furthermore, it is quite customary to negotiate with the banks over the terms they offer, and doing so can save you a significant amount of money.   Important points in the purchase agreement: The seller’s declaration: It is important to incorporate a seller declaration in which s/he declares that the apartment and its systems are in good repair, that there are no building code violations associated with the apartment, and that there are no conflicting rights and/or registrations associated with the property. Transfer of ownership and property rights: It is important that the document state that the apartment must change hands empty and clear of people and objects, with all systems fully functional and operating as they did when the buyer saw them. Payments: It is important that the first payment be held in trust until a caution note in your favor is entered into the Land Registration Office and only then handed over to the seller. Similarly, it is important that the last payment be made only in return for transferring ownership and property rights and taking delivery of the keys, with the rights of the seller to the apartment free and clear of any third-party rights or obligations. It is important to leave a certain sum of money in trust to ensure you receive all the approvals the seller has to provide in order to register the property rights in your name (the lawyer representing you can advise you on how large a sum to deposit). Registering the property rights in your name: It is important the seller has a deadline by which s/he must provide all relevant documents for you to complete the process of registering the property rights in your name. Mortgage: It is important to get the seller’s commitment to sign all relevant documents that the mortgage bank will demand before granting you a mortgage loan.   Given the importance and complexity of buying a home, we recommend you be represented by a lawyer specializing in real estate to represent your interests alone (rather than those of the seller too) in order to safeguard your interests and rights.
adv. Liat Keisary Yahalomi
So you posted on Facebook that you’re looking for a place to live. You read the fine print of every ad on yad2.co.il. You asked everyone – from your grandmother to your elementary school bestie – for help, and you were probably one of 50 people who showed up to see the place. And now the place is yours for the asking! But before you commit, make sure to check these tips so that in the future you don’t regret signing the lease: Working with a realtor: Before signing a letter of engagement with a real estate agent, make sure that: The realtor holds a valid real estate license. The letter of engagement you sign specifies the rent (i.e., monthly payment), the lessor (i.e., the property owner) and the term (i.e., time period) of the lease. The tenant pays the realtor’s fee only after s/he has signed a binding lease with the lessor. If the lease depends on certain conditions being fulfilled, it is important that you demand that your obligation to the realtor be binding only if those conditions are met and that you pay the realtor’s fee only after the conditions have been met in a timely fashion and the term of the lease has begun. Inspecting the property and its surroundings: Before signing the lease, we strongly recommend that you, the prospective tenant, inspect the property thoroughly. This includes checking all systems, such as the AC, water heater, the electrical system, electric blinds, and so on. It is also important that you make sure there are no water stains or drips and leaks. We recommend you bring another person to the inspection so that you can hear a second opinion about the property. It is also important to find out about ambient noise levels, determine if renovations or construction are planned in the immediate neighborhood, and check for cross ventilation. Also, talk to the neighbors and see if any of them is planning or is in the midst of renovations, including enhancing the building’s earthquake resistance (National Construction Guideline 38, abbreviated in Hebrew as TAMA 38). The lease: We recommend the lease includes the following: The lessor’s information and his/her rights to the property (it is important to make sure the lessor actually owns the property and is therefore entitled to rent it to you). The term of the lease as well as an option to extend or renew it. It is important to make sure that the option is solely in your hands, rather than jointly or solely in the lessor’s hands, otherwise it’s pointless. The rent for the term of the lease (including any annual escalations) and for the extension option if offered to the tenant. The possibility of leaving before the term of the lease is over and/or the possibility of sub-letting the property and/or finding an alternativ tenant to take over the lease in every way. It is important that the lease includes the lessor’s agreement to allow the tenant to terminate the lease without any penalty should the need to renovate and/or participate in a TAMA 38 project suddenly arise. When the term of the lease begins and the tenant receives the keys, the parties should sign a memorandum in which the tenant states the flaws and/or damage to the property that the lessor is obligated to repair. Lease guarantee: It is necessary to come to an agreement on the nature of the guarantee the tenant must provide. In most cases, this involves a deposit or bank guarantee equal to three months’ rent, or, alternately, a promissory note equal to six month’s rent. It is necessary to make it clear in the lease that the lessor may use the guarantee only if the tenant has breached the lease and the lessor has informed the tenant of this in writing and has also provided a window of a few days to redress the breach. It is important to note that the demand for a guarantee is negotiable between the parties and it is important to clarify the terms up front. Insurance: It is important to make sure the lessor has purchased a structure insurance policy. It is customary for the tenant to purchase a third party and house contents insurance policy. We recommend checking the cost of purchasing such a policy. Contents: Find out ahead of time if the property is being rented together with any contents. If it is, a list of the contents and its condition should be drawn up. It is important to clarify this point during the negotiations so that the tenant can plan accordingly (i.e., demand that the contents be removed once the term of the lease starts or, alternately, inspect its condition). Reasonable wear and tear: It is important that the lease include the lessor’s obligation to undertake repairs to the property needed as the result of reasonable wear and tear that occurred despite the tenant’s reasonable use, as well as the time frame in which such repairs can be expected. It is also important to make sure the lease includes a clause stating that the lessor’s failure to fulfill this obligation entitles the tenant to choose a service person to make those repairs and to demand the lessor provide a full refund for the expense incurred. Lease breach: It is important that the lease contain a clause stating that a claim that the tenant has breached the lease must be submitted in writing by the lessor who must also provide several days for the tenant to redress his/her breach. Tip: Before signing a long-term lease involving a significant monetary commitment, it is important to consult an attorney specializing in this field. Such an attorney can draw up the contract, conduct the negotiations, and ensure that your interests are safeguarded
"Funding your organization" - a lecture in Hebrew by Micky Barnea given to the program of the Executive U.S. Embassy Alumni. The lecture took place at the Tel Aviv-Yafo Municipality's Center for Young Adults, with the participation of William Grant, Deputy chief of Mission at the US Embassy.     https://youtu.be/xosL4R7umnA
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