Transnational and Domestic Dispute Resolution
Litigation (including arbitration) is a key core area of Zell & Co.’s practice. The Firm’s focus is again primarily on trans-national litigation with an emphasis on alternative dispute resolution mechanisms such as arbitration and mediation. Zell & Co. attorneys are active throughout the United States (in both state and federal courts), in Israel and in the European Union and the Commonwealth of Independent States. Because many of our litigators are located outside the United States, the Firm is able to carry out many aspects of U.S. litigation offshore at a very substantial savings to clients. Using access to the most sophisticated international legal databases, the Internet and other on-line resources, our attorneys and paralegals are able to research and draft complaints, answers, other pleadings, motions and appellate briefs as if they were physically present in the United States and at only a fraction of the cost. Through our U.S. affliated offices and our correspondents located throughout North America, Zell & Co. can handle most any large civil litigation or arbitration and do so successfully. See “Representative Representations” on this Site for more information.
Zell & Co. has developed special expertise in handling international judicial assistance cases arising under the Hague Convention on Taking of Evidence Abroad in Civil or Commercial Matters and municipal law regimens implementing that Convention. Through their years of experience our attorneys are able to shorten the time required to handle requests for transnational discovery (depositions on oral examination, document production, etc.) to less than a month in most cases, where the process ordinarily may take several months. This is extremely important in fast-track litigation scenarios in the United States where pre-trial scheduling may otherwise preclude use of international judicial assistance to obtain discovery abroad.
Because Zell & Co. requires all its legal staff to participate in transnational litigation/arbitration we have found that our ability to counsel clients in transactional cases is enhanced by the experience in litigating contract provisions and other documentation. This is an example of the Firm’s generalist or “big picture” approach to legal problem solving. Interdisciplinary experience enables our attorneys to draft transactional documentation with greater precision and efficiency, thereby saving clients time and money when a controversy arises.
Inernational Commercial Transactions
In the commercial arena Zell & Co. have represented both domestic and foreign corporate clients in negotiating, memorializing and implementing transnational sales transactions (both goods and services). In this regard, we routinely draft or review contracts of sale and related documentation (financing instrumentation such as bills of exchange, trade acceptances, security instruments, letters of credit and bank guaranties, documents of title, marine and air insurance policies, containerization and multi-modal transportation agreements, EDI documentation, export and import documentation, customs documentation, etc.
Since a great deal of Israel’s export-related activity is increasingly concentrated in the service sector, our attorneys are well versed in international service agreements (including engineering services, financial services, technology development and support services and the like). In this regard, we regularly review and draft technology transfer documentation (patent assignment and license agreements, know-how licenses and transfers, confidentiality agreements, trade secret agreements, copyright and trademark licenses). We also draft distribution, franchising and commercial agency agreements and regularly advise clients in this area.
International Corporate Matters & Acquisitions
Another core practice area for Zell & Co. is the international corporate transactions area, particularly mergers and acquisitions and cross-border investment matters. The Firm has handled a wide range of transactions in this area including advising both acquirers and targets on various legal and tax issues associated with M & A transactions, related securities law issues, and regulatory issues (including anti-trust matters, see above). The Firm also regularly acts for start-up ventures as well as investors and venture capitalists in high-tech and low-tech investment transactions.
Zell & Co. also has amassed considerable experience in devising corporate structures for international development projects in the oil & gas area, mining, international energy and alternative energy generation and co-generation projects, international environmental reclamation projects, and the like in the Middle East, Europe, South Asia and the Far East.
A related area of practice within this sector is the Firm’s offshore company practice where the Firm works in close coordination with correspondents around the globe in structuring and implementing transnational asset-protection, commercial and tax-related plans for multinational enterprises as well as offshore trust frameworks for individuals all in keeping with the domestic, transnational and regional legal and ethical requirements for such transactions.
Zell & Co.’s professional team has established a strong position in relation to advising and representing technology businesses at various stages of development. Thus, we regularly act for start-up enterprises, middle – and late-stage development firms. We also act for investors (both angel and more conventional firms), venture capitalists and strategic partners. Our work in this area includes counseling firms on structuring their research and development efforts, offshore structures and IP and tax structures that contemplate technological development, various exit strategies and downside concerns. We work closely with patent counsel to protect IP where the same is subject to patent protection and deal regularly with technology transfer and licensing matters as well as trade secret and know-how protection where the IP is either not subject to patent protection or where patent protection may be impracticable in a given tech space. Zell & Co. has acquired extensive experience in all major technology fields, including information and Internet technologies, computer science, bio-tech, agro-tech, green-tech, telecommunications, materials science, and defense-related technologies.
Middle Eastern Law
With representative offices in Amman and Iraq, Zell & Co. has developed an intimate knowledge of the challenge and solution for companies engaged in investment, project finance construction and natural resources, development throughout the region. Our experts bring to the table over two decades of experience in North Africa, the new East and Gulf Regions with expertise in Arabic and Turkish languages.
Zell & Co. copyright and trademark practice includes areas such as: licensing, registration, client counselling, litigation, protection and defence, and other related antitrust matters. The copyright and trademark group advises clients on registration and protection of their intellectual property rights in a wide array of works including: computer software and program design; authorship and other literary rights; fashion design; website design and a myriad of other artistic and literary works.
The firm’s copyright and trademark practice also extends to related areas of practice including: entertainment; telecommunications and broadcast; corporate; rights of privacy and other areas of unfair competition and infringement.
While the Firm does not ordinarily engage in the filing of patent applications and related patent office work, our legal team includes experienced patent practitioners who interact with patent offices around the world on various IP issues. Zell & Co. routinely drafts, review and counsels our clients on patent licensing agreements, patent assignments and related documentation as well as advising our clientele on devising international corporate and tax structures related to businesses where IP is a core issue.
Zell & Co. was selected by Oceana Publications to write the Israel chapter on World Intellectual Property Laws and has recently published a comprehensive update to this work for publication in 2010, together with our Tel Aviv affiliate, Gad Shoshany.
Government Contracts / Construction Law/Defense Contracting
Zell & Co. attorneys have distinguished themselves in the field of international government procurement law, where our practice encompasses both pre-award and post-award transactions and dispute resolution.
Our attorneys, both in Israel and in the United States, are highly experienced in preparing and prosecuting bid protests and post-award claims in Israel and abroad. In this area we have acted regularly for, among others, transportation, land administration and environmental agencies of the Israeli government in preparing international tender documentation.
Our attorneys have also acted for such multinational concerns as a major U.S.-based defence contractor, a major U.S.-based technology company in connection with public contracts issued by Israeli authorities, and international construction firms in connection with major infrastructure projects now under way. Our attorneys are also actively involved in providing procurement law assistance to foreign and domestic contractors on major infrastructure projects including the Ben Gurion Airport 2000 project.
We provide counsel on foreign military sales transactions under U.S. and Israeli law. Expertise in the procurement area covers such issues as equitable adjustments for actual and constructive changes, cost accounting and audit issues, bi-national issues, application of the WTO-GATT agreement on government procurement, protection of technology rights in government contracts, ethics in government contracting and foreign corrupt practices compliance, default termination and termination for convenience issues, disputes clause questions and many others.
Members of our legal staff were selected by the European Commission to write the Israel chapter in a handbook on international procurement to be published by the European Union for European businesses. Our attorneys have recently completed a chapter on Israeli procurement law scheduled to appear in a forthcoming international treatise on government procurement law to be published by Oceana Publications.
International and Domestic Taxation
The Zell & Co. tax practice group, under the aegis of special counsel, Adv. Jeremy Cohn, advises clients in virtually all areas of domestic and international taxation, including income taxation, corporate taxation, real estate taxation, intellectual property taxation and value-added tax.
We specialize in developing creative solutions to complex problems inherent in structuring cross-border commercial, investment and technology transfer transactions, making full use of the global network of double-taxation treaties and off-shore tax solutions.
We have assisted both domestic and foreign multinationals in resolving sensitive tax-related issues both in Israel and around the globe.
We have developed a network of international taxation experts around the globe with whom the tax practice group regularly consults regarding foreign tax ramifications on cross-border deals.
Representation also extends to tax and other investment incentives under Zell & Co’s representation extends to all relevant tax authorities as well as to both civil and white-collar litigation in the courts.
International and Domestic Securities Regulation
Zell & Co. attorneys have acted on behalf of issuers and underwriters in public offerings of securities in Israel and abroad as well as in private equity transactions. Our attorneys are familiar with U.S. securities regulation as well as the domestic Israeli security regulation regime. The Firm has extensive experience in the preparation of private offering memoranda and related disclosure documentation and regularly interfaces with national securities regulation authorities.
Estates and Trusts
The Zell & Co. tax practice attorneys also provide full service for both domestic and cross-border trust and estate planning and execution. Together with our Washington, D.C. area office, we offer up-to-date international estate planning services for our individual and corporate clientele.
Our attorneys have developed particular experience working with high net worth individuals in all aspects of wealth protection and preservation through both inter vivos and testamentary vehicles.
Zell & Co. specializes in cross-border estate planning and consultation for dual national principals of multinational enterprises.
Zell & Co. legal staff regularly assist clients in the administration of intestate estates and the probate of estates where a will has been executed. Our attorneys frequently represent foreign beneficiaries of Israeli estates and advise executors of foreign estates where the assets include Israeli and foreign property. Our firm regularly issues legal opinions and provides expert testimony on matters of private international law in connection with cross-border probate proceedings and estate administration.
Our work in this area also includes cross-border estate-related litigation and adversarial probate/administration matters.
Israel’s real estate market has proven to be remarkably resilient and stable notwithstanding the recent collapse of real estate markets elsewhere in the Middle East, in Europe and in North America.
As a result, Israel has attracted and is continuing to attract considerable foreign investment in the real estate sector. Zell & Co. attorneys are well equipped to assist foreign investors entering the Israeli real estate market (commercial, residential, industrial or mixed) with respect to land law and conveyancing, real estate taxation (land appreciation tax, betterment tax, purchase tax etc.), leasing, and zoning (building and planning law).
International Security and Anti-Terrorism Law
In the aftermath of the horrific events of September 11, 2001, the attention of mankind has focused on the defence against and elimination of the threat of international terrorism.
Fortunately, few nations have had to contend with the chronic threat of terrorism as has Israel. Israel’s experience in the field of security has spawned a highly creative and effective industrial and technological response to international terror in both the private and public sectors.
Zell & Co., drawing upon the expertise of its attorneys in the field of international commerce, security, high-technology, international procurement and government relations has created a team of specialists to advise and assist companies with technology, know-how and products relevant to the fight against terror.
The firm’s International Security Team includes lawyers and former military experts in Jerusalem, Tel Aviv and abroad with years of experience in handling the complicated array of international, national and regional/local legislation, regulations and technical standards that can affect the ability of an international security company effectively to exploit its technology in this new and rapidly growing area.
Legislative and Administrative Law
Zell & Co. legal staff regularly interface with regulatory authorities and legislative bodies in the Middle East, the United States, the European Union and around the world on behalf of our clientele. Our attorneys assist clients in the review and preparation of both primary and secondary legislation, administrative rule-making and quasi-judicial administrative adjudications in a wide range of subject areas, including zoning law, customs law, taxation, immigration, encouragement of research and development, encouragement of investment, anti-money laundering legislation and a variety of licensing regimes (e.g. banking and finance, insurance, securities, telecommunications, etc.) .
We, at Zell & Co., are among only a handful of firms in Israel with experience in the project finance area. In this respect, we should mention our representation of a U.S. Government agency that offers investment services to U.S. companies investing in emerging economies. We have acted in a similar capacity for prominent European banks.