Negotiating the Acquisition of Israeli Companies

About the Course:

Israel is a hotbed of innovation. In terms of venture capital investment and acquisition volume, Israel is as active as Silicon Valley. Over the last few years everyone from Berkshire Hathaway to Oracle; from John Deere to Google; from IBM to Microsoft; from Glaxo Welcome to Merck; and, from AOL to Dell have acquired Israeli companies. Some companies are serial acquirers of Israeli companies: IBM has acquired at least 10 Israeli companies. Even China is getting the bug to acquire Israeli companies: China's Yifang acquired Pegasus Technologies for $60 million while ChinaChem acquired a 60% stake in Makhteshim-Agan Industries for $2.4 billion.

Among the issues that leading Israeli M&A lawyer, Heather Stone, discussed during this session are:

  • Insight into culture issues such as times during the year to avoid doing business in Israel
  • Alternative corporate structures that Israeli companies may elect (e.g. Delaware parent companies or Delaware subsidiaries) and the impact such structures may have during acquisition
  • Reporting requirements as per the Israeli Registrar of Companies
  • Conduct of the Boards of Israeli companies including Duty of Loyalty, Duty of Care and Conflicts of Interest
  • Shareholder rights issues such as rights of first refusal and pre-emptive rights
  • The implications of a targeted Israeli company having received R&D funding from Israel's Office of Chief Scientist
  • The implications of acquiring an Israeli company with "approved enterprise status"
  • Insight into employee matters such as mandatory notice, mandatory severance payments, and non-compete agreements
  • A current read into material adverse clauses vis-a-vis the acquisition of Israeli companies

Course Leader: Heather Stone, Partner, Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.

Heather Stone is a leader of the Technology sector practice areas at GKH. She practices corporate and securities law, with an emphasis on representation of emerging growth companies and the representation of investors and venture capital funds involved with such companies. She counsels public and private company clients in the full range of corporate and securities matters, including corporate formations, public and private financing transactions, mergers and acquisitions, strategic corporate relationships, U.S. Securities and Exchange Commission (SEC) reporting and compliance, employee incentive programs and advice to directors. Heather has advised numerous Israeli based technology and life science companies in their merger and acquisition transactions with some of the largest companies world-wide, such as Boston Scientific, Cisco Systems, which acquired three of her companies, Medtronic and Red Hat.

Heather's practice also includes cross border enforcement and other regulatory investigations and proceedings, and counseling directors, companies, audit committees and special investigative committees on such matters as fiduciary duties, disclosure obligations, securities law compliance, and corporate control matters.

Course Length: Approx. 1.5 hours


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Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at