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Client updates / Corporate
A recent decision by the Economic Division of the Tel-Aviv District Court has emphasized the requirement for officers and decision makers in a company, to undertake a stricter review standard when making decisions, especially in conflict of interest situations. Accordingly companies must now increase the scrutiny on the decision making of directors in private companies, an important decision in light of the current economic climate.
How Israeli companies operating in the U.S. can use COVID-19 as a force majeure and the restructuring of debt in chapter 11 bankruptcy ?
In light of the global coronavirus crisis, the Israel Securities Authority (ISA) has published several steps toward easing the burden on public companies and reporting corporations whose securities are traded on the Tel Aviv Stock Exchange.
On March 25, 2020, emergency regulations were adopted in Israel that include, among other things, an extension of the validity of regulatory approvals that expire in the near future.
Special coronavirus-related emergency regulations were promulgated in Israel on March 21, 2020, listing specific economic activities considered as essential that are allowed to operate with fewer limitations.
The global effort to fight the spread of coronavirus has prompted new privacy related questions around the world. Much has been written for and against the use of privacy-compromising measures to protect public health. Therefore, we have chosen to concentrate on the practical implications of privacy principles on companies and businesses.
As a result of the economic downturn and in order to reduce expenses, one of the alternatives is imposing unpaid leave on employees.
The Israel Securities Authority revised its previous position and announced that in light of the exceptional circumstances, reporting corporations may submit their 2019 periodic reports until April 30, 2020.
The Israeli National Cyber Security Authority published recommendations for business and organizations related to privacy protections and data security for telecommuting due to coronavirus spread.
Because of the coronavirus, many employers have been forced to consider minimizing expenses. In Israel several alternatives are being explored: reducing the scope of employment, lowering salaries, utilizing any available leave days, imposing unpaid leave on employees, reducing manpower, and conducting layoffs.
In October 2019, the Council of the European Union adopted new rules to protect whistleblowers through a new directive.
The Companies Registrar has recently increased its enforcement efforts when companies failed to submit annual reports, imposing fines amounting to a few thousand shekels on companies that do not comply with the requirements.
In October 2019, the Israel State Attorney published a new guideline on its office’s policy when considering the prosecution of a corporation, as well as on how it should determine its position on the manner of punishing corporations.
The Israel Securities Authority (ISA) and the Ministry of Justice published a call to the public to adjust the corporate regime, as part of addressing problems that may arise as a result of the transition of public companies to a decentralized ownership structure.
Six months after the amendment to the Economic Competition Law took effect, the Competition Authority published its position regarding the circumstances in which even an entity with less than a 50% market share may be deemed a "monopoly holder."
The Israel Securities Authority has published a position paper summarizing updated information about the processes for listing and delisting dual-listed companies on the Tel Aviv Stock Exchange and additional stock exchanges abroad. The position paper provides information both to dual-listed companies and companies considering dual listing.
On April 12, 2019, Arcturus Therapeutics Ltd., an Israeli public company traded on NASDAQ, published in the United States a prospectus and proxy statement (convening a general meeting of shareholders of the company). Publishing the prospectus is an advanced step toward completing an arrangement between the company and its shareholders.
Chapter 8 of the new Insolvency and Economic Rehabilitation Law addresses the liability of officers and functionaries. The law’s main innovation is that - beyond liabilities toward the corporation, which already existed prior to the enactment of the law, such as fiduciary duty and duty of care - special liability will also be imposed on the corporation’s officers and functionaries.
Two important block exemptions have been updated recently: the exemption for joint ventures and the exemption for restraints ancillary to mergers. The amendments transfer the examination of the intensity of the harm to competition deriving from these arrangements from the Israel Antitrust Authority to the business sector.
Recently, the Israel Tax Authority published a circular discussing business restructuring in multinational groups.