Commercial law
Yehezkel LLP advises Israeli and foreign businesses on the contracts that run their trade: shareholder agreements, joint ventures and partnerships, distribution and franchising, licensing and agency, manufacturing and supply, and wholesale and retail arrangements. The same lawyers represent clients when those contracts are disputed, so the drafting is written with an eye on how a court would read it.
What we do
- Shareholder agreements Rules on who appoints directors, which decisions need a special majority, how shares are transferred and what happens when the owners fall out. These clauses are cheap to negotiate at the start and expensive to argue about later.
- Joint ventures and partnerships Structuring the venture, dividing capital contributions and control, and setting the exit terms: deadlock, buy-sell mechanisms and non-compete periods.
- Distribution, franchising and agency Agreements between a supplier and the party that sells its product in Israel or abroad. The points that decide these relationships are exclusivity, territory, minimum volumes, termination and what happens to stock and customers afterwards.
- Licensing Licences of brands, technology and know-how, including royalty terms, quality control and the licensor's rights if the licensee breaches.
- Manufacturing and supply Contracts with manufacturers and suppliers: specifications, delivery, acceptance, warranties, liability caps and price adjustment.
- Wholesale, retail and consumer law Standard terms for selling to businesses and to the public, and advice on the Israeli consumer protection legislation that applies when the customer is a consumer.
- Commercial disputes Claims for breach, termination disputes and disputes between partners, handled by the firm's litigation team through negotiation, arbitration or the courts.
How we work on a contract
- Brief We ask what the client wants the contract to achieve, which risks worry them and which terms they will not give up.
- First draft or review If we draft, we use plain wording and define each term once. If we review the other side's draft, we mark the clauses that shift risk to our client and propose replacements.
- Negotiation We prepare the client for the points the other side will press and agree in advance which concessions are acceptable.
- Signing and after We check that the signed version matches what was agreed and that approvals and filings are in place. We are available when a notice, a renewal or a dispute arises during the life of the contract.
Questions clients ask
Do I need a written agreement for a business deal?
A deal can be binding without one, but proving its terms later is hard. A short written agreement settles what each side promised.
What should an exclusive distribution agreement cover?
At least territory, duration, minimum purchase or sales targets, the right to terminate for missed targets, and the treatment of customers and stock when the agreement ends.
Can a limitation of liability clause be relied on?
Often, but not always. Courts look at the wording, at the parties' bargaining position and at the conduct that caused the loss. We draft caps with that review in mind.
Which law and forum should the contract choose?
It depends on where the parties and their assets are. For cross-border contracts we compare Israeli courts, foreign courts and arbitration before recommending one. The firm has offices in Miami, New York, London and Tel Aviv.
What if the other side stops performing?
Keep the correspondence, put the breach in writing and speak to us before you stop performing yourself. Suspending your own obligations without a basis can turn you into the party in breach.
Related practice areas
Corporate, litigation, and banking and finance.