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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.
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.)
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).
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
One of our attorneys was 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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