At the era of the “global village” having a department that focuses on what is succinctly referred to in the heading as “International Transactions” is of great importance to the firm’s clients. This department represents Israeli and international clients in transactions and legal activities that expand beyond the territorial boundaries of the State of Israel and specializes in matters that require, in addition to significant experience and expertise in the relevant matter or project, a close understanding of the legal, business and cultural environment in which our clients and their counterparts operate.

The law firm of Joseph Shem Tov & Co., Advocates has a team with significant knowledge and experience in these areas.

Within this framework we provide our clients with professional services in various areas having an international aspect, including the following:

• Advising and assisting the client in selecting the jurisdiction in which the relevant venture will be located and the optimal legal structure to be implemented.

• Providing legal and business advice to the client in respect of the establishment of new business ventures and the implementation of proposed projects in Israel and elsewhere where non-Israeli parties are also involved as partners or investors. Within this framework we conduct extensive legal examinations in various relevant areas including corporate law, securities law and tax law in order to provide the client with the necessary comfort that the structure of the proposed transaction or venture is optimal for its purposes in the circumstances and does not expose the client to unknown risks or risks that cannot be reasonably evaluated in advance. At the phase of implementing the business proposed structure or transaction our staff would typically oversee the formation of the relevant legal entity or entities and will negotiate and drat the necessary agreements. This would often involve the preparation of founders’ agreements, shareholders’ agreements, employment agreements, option agreements and other agreements, while cooperating with consultants in other jurisdictions with whom we have fostered close working relations in the course of many years of joint cooperation.

• Assisting the client in negotiating and preparing a wide range of commercial agreements. This includes negotiating and drafting distribution agreements, sale and purchase agreements, development agreements, technology transfer agreements, service agreements, license agreements and other. In addition, we are often the point of contact for our client in dealing with the clients’ counterparts in other countries, until the agreement is concluded and signed. The agreements we negotiate and draft may involve the sale of tangible products, the provision of services, the right to use of computer licenses or technologies, joint venture agreements aimed at developing new products and technologies and reseller agreements, to mention but a few.

• Handling capital infusion and investment transactions. In this area our team has significant experience in conducting negotiations, drafting and finalizing agreements whereby financing is raises by the client from non-Israeli investors including private equity and venture capital funds that may involving first “round” investments as well as subsequent investment “rounds”. While performing these tasks our firm would strive to ensure that the relevant agreements include meticulous mechanisms that set forth the rights and obligations of the parties post-closing so that misunderstandings between the parties are avoided to the extent reasonably possible. In those transactions where we act for the Israeli founders of technology or bio-technology companies our staff would strive to protect the founders’ legal rights and business interests despite the future dilution that our clients may well be faced with as the company develops and raises additional financing. These protection mechanisms span both the future equity rights of the founders, as well as the ‘say’ they would typically want to have in the ongoing management o the company and in influencing the future direction of the company.

• Representing non-Israeli clients or entrepreneurs in their “entry” into Israel. For many years our team has represented non-Israeli companies, mostly multinational companies that have sought to establish a business “base” in Israel. We have acted and still act for non-Israeli companies that enter the Israeli market for the purpose of establishing or working on a specific project. We have acted for non-Israeli airlines that have added Israel as a point of entry/departure, as well as for pharmaceutical and other companies that have established a support and logistical facilities in Israel, international companies that have established R&D centers in Israel and others. Our services in this area would typically involve assisting the client in setting up a local company or branch; establishing the newly-registered entity with the various branches of the Israel Tax Authority; drafting commercial agreements with local suppliers, employees and consultants, and accompanying the local company or branch for as long as it has activities in Israel.

• Handling Merger and Acquisition (M&A) transactions on behalf of or vis-a-vis non-Israeli parties. In this area we provide legal advice from the kick-off of the process through closing and, as required, post-closing as well. We would typically plan the structure of the transaction and formulate the strategy for negotiating and implementing the transaction and would negotiate the deal structure and the various agreements required; we would conduct the legal due diligence, advise the client on the prospective or potential aspects and consequences of the transaction in terms of labor and employment law, tax law and competition law, and would handle any licenses, permits or government authorizations that may be required. Once the transaction has been concluded we would handle the post-closing filings and reporting as necessary in each particular case.