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Zell,
Goldberg attorneys have acted on behalf of issuers and
underwriters in public offerings of securities in Israel and abroad.
One of Zell,
Goldberg's attorneys spent four years in government service at
the Israel Securities Authority.
Below
are some examples of representative transactions and activities in this
area
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Representative Transactions:
International
In this area
Zell, Goldberg attorneys have acted
for multinational and domestic firms in connection with transnational
mergers and acquisitions and public and private offerings.
Here
are a few examples:
Represented Fortune 250 corporation in multiple acquisitions of telecom
and electronics manufacturing facilities and negotiation of multi-year
manufacturing supply agreements.
Represented NYSE-traded multinational in Israeli corporate reorganization
proceedings and creditor work-out involving major Israeli publicly traded
technology company.
Represented a U.S. multinational corporation in the acquisition of
U.S. – Israeli – European biotech company for $500 million,
the then largest single start-up acquisition in the history of Israel.
Represented major
multinational manufacturer of computer software in protest against
conditions of tender issued by the Israeli Ministry of Defence
Acted for UK Commercial Creditor in connection with analysis of Israeli
credit market, bankruptcy and debtor-creditor law.
Counsel to publicly traded U.S. corporation on migrating to Internet/e-business
space
Counsel to U.S. and Israeli startups developing Internet portal for
e-commerce.
Represented leading Israeli
security companies in accessing the US federal and local government
market, including Homeland Security.
Established venture capital fund for in-bound investment into IT
start-up companies (seed through third-round financing).
Represented various US and European VC funds in connection with Internet,
IT and bio-tech investments.
Representation of European telecommunications consortium in connection
with strategic planning in entering the Israeli market.
Representation of EASDAQ-listed VC fund in high-tech investments
into Israeli Internet companies.
Representation of Internet content-related startups in connection
with corporate finance matters, commercial law, IP law, taxation and
employment law agreements.
Representation of U.S. public corporation in the acquisition of high-tech
tool manufacturer.
Counsel to major Israeli corporation in developing and structuring
North American sales, marketing and technical support operation.
Counsel to international consortium on corporate and tax matters
associated with international aircraft rehabilitation and upgrading
program.
Representation of European and U.S. syndicate and financial institution
in a $60 million loan facility to finance an international aircraft
manufacturing consortium and aircraft engine acquisition for executive
aircraft.
Representation of affiliate of major international hotel management
conglomerate in the acquisition of several major hotel projects, including
the establishment of the first hotel in Israel for well-known international
hotel chain.
Representation of leading West European commercial software manufacturing
group in various real estate and corporate projects in Israel.
Representation of leading manufacturer of proprietary cellular telephone
antennae with manufacturing operations in Israel, UK, China and U.S.
in a $7.5 million private placement.
Representation of leading
Israeli packaging manufacturer in connection with its American Stock
Exchange offering and SEC compliance, and acquisition of affiliate from
major U.S. paper and wood products manufacturer.
Representation of venture capital firm in a private placement in
an Israeli high-tech medical manufacturer.
Representation of U.S. – Israeli Internet content company in
connection with successful corporate reorganization and multi-million
dollar private placement.
Representation of NYSE company in connection with corporate affairs
of Israeli subsidiary.
Representation of leading Israeli armaments manufacturer in establishing
joint venture with leading U.S. aerospace manufacturer for manufacture
and sale of missile systems to U.S. DOD and worldwide.
Representation of major Israeli chemical manufacturer in structuring
U.S. marketing operations/international tax planning.
Representation of offshore corporations in corporate reorganization
of leading Russian securities conglomerate.
Representation of major U.S. financial institution in fashioning
innovative mechanism for financing acquisition of U.S. commodities by
Israeli national energy company.
Establishment of international financial asset management structure
for UK company (BVI, Ireland)/international tax planning.
Representation of Israeli specialty footwear manufacturer in connection
with establishment of manufacturing joint venture in India and establishment
of German distribution facility.
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Legislative
and Administrative Law
Successful representation of a U.S. multinational manufacturer of
electronic components in securing authorization from the Israeli Ministry
of Industry and Trade to import components from a third country with
which Israel lacks diplomatic relations.
Successful representation of a NYSE semiconductor manufacturer of
electronic components in securing GOI approval for investment incentives
over and above those authorized by the Encouragement of Capital Investment
Law; secured unprecedented interministerial cooperation agreement for
$35 million project in only two weeks time.
Representation of United States Government agency in negotiations
with Palestinian Ministry of Justice leading to precedent-setting interpretation
of Palestinian company law.
Representation of consortium of foreign pharmaceutical manufacturers
in connection with development of strategy for contending with parallel
importation initiatives under the WTO TRIPS Agreement.
Representation of various multinational corporations before the Controller
of Restrictive Business Practices (Israel Antitrust Authority) in connection
with proposed mergers and acquisitions, regulation of monopolies and
restrictive arrangements (exclusive distribution and agency arrangements;
technology transfers and license restrictions, etc.).
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Project
Finance
Representation of US Government
investment agency in debt and equity financing programs in Israel and
the Palestinian Autonomy.
Representation of Israel Lands Administration in developing and drafting
documentation for international tenders.
Representation of consortium in agro-tech project in China (financed
in part by Chinese government grants and loans and backed up by MIGA
guaranties).
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International and Domestic Securities
Regulation
Representation of TASE-listed manufacturer of software solutions for the
retail sales industry in initial public offering on NASDAQ.
Representation of manufacturer and developer of wireline and wireless
customer access network equipment for telephone operating companies in
initial public offering on NASDAQ.
Representation of underwriters in initial and secondary public offerings
on the US exchanges, including offerings made by a large electronics and
communications equipment manufacturer and by a manufacturer of data
communications equipment and intelligent peripheral products.
Representation of issuers in initial and secondary public offerings on
the TASE, including the first public offering by a government insured
venture capital fund on the TASE, and of a multi-faceted company in the
defense electronics field.
Representation of the largest generic drug manufacturer in Canada in its
acquisition by a dual-listed (TASE and NASDAQ) Israeli company in a
share-for-share transaction.
Representation of NASDAQ-listed Israeli pharmaceutical company in the
acquisition by share-for-share exchange of the minority interest in its
TASE-listed subsidiary.
Representation of investor group in a leveraged buyout of a
multi-billion dollar building conglomerate in the southeastern United
States.
Representation of U.S. public corporation in the acquisition of
high-tech tool manufacturer.
Representation of NYSE company in
connection with corporate affairs of Israeli subsidiary.
Representation of leading Israeli packaging manufacturer in connection
with its American Stock Exchange offering and SEC compliance, and
acquisition of affiliate from major U.S. paper and wood products
manufacturer.
A Zell, Goldberg attorney
formerly served as an
Assistant General Counsel at the Israel Securities Authority for four years
(1994-97). During that period, he was responsible for examining more than
forty prospectuses, and numerous annual and immediate reports.
The same attorney was responsible for drafting
the Securities Authority's original proposal to revise Sections 15
(definition of public offering), 40 (Israeli companies offering securities
in the US) and 41 (foreign companies offering securities in Israel) of the
Israel Securities Law, served on the committee that eventually enacted the
dual listing and reformed underwriting rules, and was responsible for all of
the exemptions issued under Sections 40 and 41 during his tenure at the
Securities Authority.
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