Mergers & Acquisitions
Ady Kaplan & Co.'s team of corporate lawyers have worked on some of Israel's major mergers and acquisitions transactions over the decades involving some of the country's most well-known brands. Our professional, dedicated and committed team are proactive and with the experience and knowledge necessary to help our clients structure, negotiate and execute their transactions. Perhaps more than any other transaction type, M&A work necessitates the consideration of a raft of legal, regulatory and commercial matters and the firm's different departments pool their resources together to ensure that all angles are considered and duly covered.
The precise structure of a merger or acquisition is normally dictated by a number of legal and regulatory factors and by tax considerations.
M&A transactions require various approvals from different sources, all of which are essential for the proper execution of the transaction. Transactions will require special approvals from shareholders of the relevant entities, with specific processes dictated by law, especially where a publicly traded company is involved in the transaction.
Mergers and acquisitions may require the prior approval of the Israeli Anti-Trust Authority if certain conditions under the law are met that are intended to prevent transactions that could have too negative an impact on competition. Cross-border M&A transactions will often also require the approval of similar anti-trust authorities in relevant jurisdictions.
Cross-border M&A transactions involving hi-tech companies will normally require prior approval of the Israel Innovation Authority (IIA) if the transaction involves the transfer of ownership to a non-Israeli entity of technology that was developed in Israel with financing from IIA grants.
M&A transactions involving companies in other sectors may also be subject to regulatory controls specific to those sectors. For example, a potential acquisition of an Israeli company that is intended to involve the export from Israel of Israeli export controlled military technology will require appropriate export licenses from the Israeli Ministry of Defense, while the acquisition by an Israeli company of an American company that has potential implications to U.S. national security or infrastructure or other sensitivities may need to notify the U.S.' Committee on Foreign Investment in the United States (CFIUS) to determine if it is a transaction that might ultimately require the approval of the President of the U.S.
M&A transactions have employment law matters to consider as the transactions will invariable result in the employees of one entity being transferred to the employ of another entity or dismissed altogether, all of which must be handled in accordance with applicable law and individual employment contracts.
Furthermore, M&A transactions will require a careful review of the relevant companies' existing contractual obligations and appropriate steps must taken to ensure the proper and timely assignment or termination of contracts in a manner that is most beneficial and least damaging to the acquiring or merging entities.
The above are just some of the very many issues that must be properly considered and handled within the framework of M&A transactions and at Ady Kaplan & Co. we are more than ready and able to handle even the most complex and time sensitive M&A transactions for you in a highly professional manner.