n Transactions and Cases

 

Representative Transactions

International Transactions

In this area, Zell Goldberg & Co. attorneys have acted for multinational and domestic firms in connection with trans-national 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.

Additionally, 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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