Representative Transactions and Cases

   

In this area, Zell & 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 major multinational bank in connection with global expansion program into Middle East.
  • Represented medium-sized Western Hemisphere banking corporation in connection with the development of offshore services, trust services and corporate financing opportunities in the Persian Gulf and the Horn of Africa.
  • Represented owner of proprietary data entry technology in connection with the establishment of a joint venture/strategic partnership with Fortune 500 manufacturer of electronic devices.
  • Represented owner and developer of leading molecular biological technology in negotiation with venture capitalists leading to formation of U.S. company to conduct clinical testing, FDA approvals and commercialization of technology.
  • Represented North American venture capitalist in connection with investment into two Israeli bio-tech ventures and one Middle Eastern e-commerce venture.
  • Represented publicly listed U.S. corporations in the formation of Middle Eastern subsidiary operations.
  • Counseling of U.S. medical products manufacturer in connection with domestic law consequences of Israeli acquisition.
  • Representation of U.S. non-profit organization in negotiation with major U.S. corporation regarding media rights in Middle Eastern archaeological discovery.
  • Representation of owners of newly discovered and never exhibited oil paintings, manuscripts and sculptures on issues of international cultural property restrictions and moral rights issues.
  • Representation of major East Asian financial institution in connection with merger and acquisition of U.S. securities firm (regarding Israeli law consequences).
  • Represented manufacturer of armored vehicles in establishment of joint venture to manufacture armor components in the Commonwealth of Independent  States.
  • Represented manufacturer of proprietary water purification systems in strategic partnership with manufacturer and distributor of water systems in South Asia.
  • Represented owners of proprietary bio-fuels technology in the establishment of alternative fuels/green energy projects in Europe, Africa and Asia.
  • 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.
  • 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.
  • Counseling foreign plastics manufacturer regarding ramification of U.S. export controls laws and regulations and U.S. trade embargo and sanctions against trade with Cuba.
  • 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.
  • Representation of U.S. owner in negotiation with Middle Eastern government for sale of a 3,000 acre tract.
    Representation of NGO in persuading the Israeli Parliament (Knesset) to amend newly enacted Foreign Sovereign Immunity Law.
  • Representation of various foreign manufacturers in connection with the acquisition of local technology holders in negotiations with the Israel Office of Chief Scientist on technology transfer permits under the Law for the Encouragement of Research & Development.
  • Successful representation of international oil and gas exploration firm against Middle Eastern government to lift moratorium on issuance of offshore drilling licenses.
  • Represented major multinational manufacturer of computer software in successful protest against conditions of tender issued by the Israeli Ministry of Defence
  • 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 Jordanian entrepreneurs in dispute with international financing agencies.
  • 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 major East Asian bank on various issues of Israeli banking and securities law regulation.
  • Representation of major UK and U.S. financial institutions in connection with various regulatory issuers regarding broker-dealer rules and their applicability to activities of foreign securities dealers.
  • Representation of various foreign financial institutions regarding regulatory, commercial law and taxation issues pertaining to the marketing of derivatives and other innovative financial products in Israel.
  • Counseling of investment fund on corporate and regulatory aspects of possible take-over bid.
  • Representation of purchaser in sale of business component by debtor in possession in U.S. chapter 11 proceedings.
  • 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.
 

  • Represented major international defense contractor in filing of Petition for Writ of of Certiorari to the United States Supreme Court leading to settlement of international arbitration controversy with foreign commission agent.  Raytheon Co. v. Ashborn Agencies, Ltd. No. 04-334 (Certiorari dismissed by petitioner following settlement).
  • Successfully represented developer of proprietary computer technology on appeal to the Second Circuit Court of Appeals in precedent-setting international arbitration contoversy.
  • Successful representation of European manufacturer of industrial machinery against Middle Eastern distributor and agent.
  • Represented (pending) developers of mixed-used commercial real estate project in lower Manhattan in multi-million dollar suit against joint venture partners for misappropriate  of business opportunity and breach of fiduciary duty.
  • Successfully represented personal injury claimant to obtain substantial verdict against multinational electronics manufacturer in U.S. state court.
  • Successfully represented French-government owned bank against promoters of international real estate development ventures for fraud.
  • Successfully represented holder of multimillion dollar judgment against Israeli financie in foreign judgment enforcement action for both compensatory and punitive damages.
  • Successful resolution of multimillion dollar international personal property dispute regarding ownership of bank account funds.
  • Represented Fortune 500 companies in various unrelated international judicial assistance proceedings in which our clients successfully obtained accelerated discovery under U.S. federal rules of civil procedure for depositions on oral examination and production of documents within the framework of the Hague Convention on the Taking of Evidence Abroad in Civil or Commercial Matters.
  • Successfully represented Palestinian medical equipment distributor in international arbitration in the U.S. against U.S. medical device manufacturer.
  • Successfully represented consumer products manufacturer in patent infringement, copyright infringement claim against U.S. internet service provider.
  • Successfully represented Israeli processed food manufacturers in commercial claims against North American distributors.
  • Successfully represented Middle Eastern agriculturalists against Middle Eastern government under UN Claims Commission procedures.
  • Successfully represented U.S. Fortune 500 company against Russian tax authorities in corporate tax dispute.
  • Representation of high-tech internet advertising company in international tax dispute.
  • Representation of estate beneficiaries in cross-border estate litigation.
  • Representation of survivors of Hungarian Holocaust in mass class action against Hungarian Government and national railway.