Corporate
Yehezkel LLP's corporate practice advises companies, founders, investors and funds on investment transactions, local and international mergers and acquisitions, public and private fundraising, and the governance of the companies that result. The team also works with regulators when a transaction or a company needs their approval.
What we do
- Mergers and acquisitions Buying, selling and combining businesses in Israel and across borders. We run due diligence, draft and negotiate the purchase agreement, and manage the steps between signing and closing.
- Investment transactions Equity and convertible investments in private companies, including the term sheet, the investment agreement and the shareholder rights that come with them.
- Fundraising and stock offerings Private placements and public offerings of shares and other securities, with the disclosure and approvals each route requires.
- Investment funds Setting up and advising funds, and acting for investors who commit capital to them.
- Corporate governance Advice to boards and officers on their duties, on related-party transactions and on the approvals the Israeli Companies Law requires for certain decisions.
- Financing agreements Loan and security documents for companies that raise debt, in coordination with our banking and finance team.
- Restructuring Reorganising a group, changing its capital structure or winding down an entity.
- Option plans Employee equity plans for Israeli and cross-border teams, including the tax and securities points that affect how options are granted and exercised.
- Compliance programs Policies and procedures that match the company's size and sector, for example anti-money laundering and anti-corruption rules.
How a transaction usually runs
- Structure and term sheet We agree with the client on the shape of the deal: asset or share purchase, price mechanics, conditions and timetable.
- Due diligence The buyer's counsel reviews corporate records, contracts, employment, property, intellectual property, litigation and tax. For sellers, we prepare the data room first so that issues surface on our timing and not the buyer's.
- Documentation The purchase or investment agreement is negotiated, with most of the time spent on representations, indemnities, conditions and price adjustment.
- Approvals Board and shareholder approvals, and any regulatory clearance, are obtained before closing. Some deals need approval from the competition authority.
- Closing and after Documents are signed, funds and shares move, filings are made and the integration or post-closing steps begin.
Working with our litigation team
Corporate disputes are common after a transaction and sometimes before it. The corporate and litigation teams work together, including on class actions and derivative actions against companies and their officers, so the lawyer who drafted a clause can explain what it was meant to do.
Questions clients ask
What does due diligence cover?
The target's legal position: who owns it, what it has promised, what it owes, what disputes it faces and whether it holds the licences it needs. The scope depends on the deal and the buyer's concerns.
How long does an acquisition take?
A small private deal can sign within weeks. A deal that needs regulatory approval or involves many parties takes longer. We give the client a timetable at the start and update it as the deal moves.
Can a foreign investor invest in an Israeli company?
Yes. We structure the investment so that the investor's rights, tax position and exit are clear, and we coordinate with the investor's own counsel abroad. The firm has offices in Miami, New York, London and Tel Aviv.
What are directors personally responsible for?
Directors owe duties of care and loyalty to the company, and can face claims if they breach them. We advise boards on decisions that carry personal risk, so that the process behind each decision is recorded.
How should founders set up an option plan?
The plan should fit the company's stage, its tax position and the jurisdictions where employees sit. We draft the plan and the grant documents together so that they match.
Related practice areas
Commercial, banking and finance, and litigation.