Aug 30, 2019

FYI – לידיעתך

Business Card: FYI

With August now concluded, and with it the unofficial end to the summer vacation season, we thought it would be useful to review two areas of law that we frequently see being relevant to our Israeli clients who have operations in the United States. The first is an employment law topic that is a common source of error, especially for overseas companies with U.S. operations. The second topic is when a contract’s choice of law will be respected by the Courts. When Can Someone Be Classified an Independent Contractor? On a fairly routine basis, our clients from Israel approach us about bringing… Read more

Jun 6, 2019

So Who Owns the Emails?

For the last number of years, when I am retained to provide sell-side representation in an M&A transaction, one of the very first things I do is insist that my client’s “deal team” personnel with whom I will be working establish private email addresses (Gmail, Yahoo, etc.) for the transaction. I tell them we should cease communicating with each other on their company email accounts through the company’s email servers. Almost always, I get a very puzzled response until I provide this explanation: “We are going to be having very sensitive communication about this transaction concerning the company and its… Read more

Sep 20, 2018

Specifying That a Contract Is Governed by New York Law May Not Necessarily Be All You Think It Is

International Transactions and New York Law

In the past, our FYI / לידיעתך articles focused on a single topic. For this edition, we share two topics that may be or become relevant in your work. Specifying that a contract is governed by New York Law may not necessarily be all you think it is. A “thank you” goes to my partners, John McCarthy and Marc Latman, for bringing this topic up in another SGR publication. It is not uncommon when Israeli companies are negotiating with U.S. companies, that the U.S. company is not comfortable having the contract governed by Israeli law. The Israeli company also does… Read more

Apr 5, 2018

Casual Use of “Efforts” Language in Contracts Increases Litigation Risk

Contract Negotiation

Take the Time to Negotiate What Is Expected When parties negotiate ongoing obligations in a contract, the parties typically make reference to a particular standard of effort. A number of different terms or phrases are used, such as “best efforts,”  “reasonable efforts,” “commercially reasonable efforts,” “commercially reasonable best efforts,” and “diligent efforts.” But what exactly do these phrases mean, and how are they different from each other? In the push to get contracts negotiated and signed, the use of these terms, without properly defining them, is common. Also common in reviewing legacy contracts is that the same contract can use… Read more

Dec 21, 2017

Changes to Certain Federal and State Laws Relevant for Israeli Companies with U.S. Operations

Tax Law: Tax Cuts and Jobs Act of 2017

A number of you in Israel have asked about the impact of the new U.S. tax law regime. At the time, the reconciliation process between the House and Senate versions was still underway, so it was too soon to know for sure. Now we know. There will be many updates on the Web from various sources, but my colleagues in our Employment Benefits Group have provided one which focuses on this area and will be relevant for those of who have (or who have clients who have) such arrangements in the United States. See here. In addition, a number of… Read more

Nov 7, 2017

Are the Deferred Compensation and Other Equity Award Arrangements for My U.S. Affiliates Going to Fundamentally Change?

Man Calculating Taxes

As many of you in Israel may have heard, a major change to the U.S. Tax Code has been proposed and is being negotiated (perhaps fought over) by various constituent groups, and their lobbyists.  Many companies in Israel have U.S. operations and thus U.S. deferred compensation arrangements.  These could be fundamentally changed if the Administration’s proposal is adopted without modification. Please see this link here from my colleagues for a short explanation. Stay tuned…..

Sep 5, 2017

Beware of Post-Closing Actions Having a Retro-Active Pre-Closing Impact

Balance Sheet

We are now in September, and with the turn of the Gregorian calendar, comes the unofficial end of summer for both the United States and Israel.  Most have taken their summer holidays, the children are back in school, and the company transaction environment gains new momentum for the balance of the calendar year.  It is a good time to reflect. When selling the equity of a company, Sellers expect Buyers to require a representation and warranty that (1) all taxes of the company have been paid or reserved on the target’s balance sheet and (2) all tax returns previously filed… Read more

Mar 22, 2017

Kirsch to Serve as Panelist at IP Conference in Tel Aviv

Full Seminar Room

Greg Kirsch, SGR partner and Head of the firm’s Intellectual Property (IP) Department, will be serving as a panelist at a major IP conference being held in Tel Aviv, Israel on March 27, 2017, entitled the 5th annual “Best Practices in Intellectual Property Management”. Speakers at the conference include senior in-house patent and IP counsel from major corporations, such as Philips, Intel, Microsoft, Google, and others.  Kirsch is serving on a panel with in-house patent counsel from one of these companies, and the title of their session is “IP Considerations in Launching a New Product”. Kirsch has been a frequent… Read more

Feb 23, 2017

FYI – לידיעתך

Tel Aviv

The Importance of Obtaining Professional Advice in the Formation of a Business This is a true story. The names have been changed for purposes of confidentiality. I debated with myself about whether or not to write a newsletter piece on this transaction. However, the matter was of such a nature, and the consequences so dramatic, that the story needed to be shared. What was at stake was this: Either the principal shareholders started over from scratch, with years of toil and sacrifice being for nothing, or they would never have to work again. The transaction lasted longer than normal; for… Read more