Commercial and Corporate Law
Our Firm is engaged in founding private companies, as well as in accompanying private and public companies in the course of their ongoing business operations, and also in the liquidation of companies (by way of voluntary liquidations, under supervision, or through the Court).
For this purpose, our law office provides companies with a wide spectrum of legal services, including the conclusion of agreements between the company and whoever acts on its behalf (shareholders, directors, officers, agents and the like), such as investment agreements, agreements among shareholders and so forth),
Likewise, our office is engaged in concluding agreements between the company and third parties, including agreements with customers (in the area of communications, Internet, real estate, management agreements, contractor agreements, commercial tenancy agreements and so forth).
Additionally, our office represents companies before various judicial instances, including the different courts, as well as before governmental institutions in the commercial area, including disputes with customers, partners, suppliers, agents and more.
We provide professional and personally customized service to each of our clients, ranging from one-man companies, through family companies to the public companies, and this for the purpose of providing our clients, with the full range of legal services they need at one place, in the most professional manner.
Our office represents hotels in Israel and abroad, public companies, private companies, industrial companies, hotels, ERP companies, companies operating in the real estate line of work (including entrepreneurial companies, contractor companies, management companies, and partnerships operating in the area of high-yield real estate), as well as restaurant chains and more.
Further, our officer is engaged in conducting lawsuits against officeholders in companies, both private and public. Those lawsuits are conducted as part of the liquidation case conducted at a district court, or as self-contained lawsuits in the various instances, depending upon the circumstances of the matter and pursuant to the various legal provisions.
Lawsuits of this kind are, for the most part, filed by creditors of the company that has become subject to insolvency proceedings, (and this for the purpose of imputing the company debt with assets being, for the most part, significantly smaller than its liabilities) to the officer in said company, due to unlawful conduct, with a view to collecting the debt in its entirety in favor of the creditor.
As part of the service, our office provides our clients, who are creditors, with advice about the possibility of filing lawsuits against company officers, as well as about the process of filing and conduct of the lawsuits in the various courts in Israel.
Various Examples:
- Following through, on an ongoing basis, the preparation, conclusion and rectification of contracts in the area of communications, cooperation plans and so forth, for a large communication Group in Israel.
- Handling the legal proceedings of a large institutional furniture company in Israel in connection of claims made by foreign workers.
- Following through, on an ongoing basis, the setting up of Mal HaYam Shopping Mall in Eilat.
- Preparation of an agreement for the distribution of products, and a well-known pharmaceutical chain in Israel.
The petitioner, Yaacov Ori Ltd. filed an appeal against the decision made by the head of the execution thus obligating it to pay Mati Caspi’s entire debt to the respondent (Accord Producers), which was represented by our office, after the former had fled the country due to his huge debts.
In the judgment given by the District Court in Tel Aviv it was determined that, as a matter of law, the appeal has to be dismissed, since the company Shvil BaEmtzah, in which the petitioner held shares together with another company (that held Mati Caspi’s shares in trust) was set up in the first place in order to rehabilitate and restore Mati Caspi’s position, and also manage his artistic activity in Israel. That means that the establishment of the company Shvil BaEmtzah was designed to make it possible to bypass the creditors and evade them.
Hence, the Court established that the curtain raising thus done by the head of the execution office was done lawfully (including the use of his authority to do said curtain raising).
Fantazia Textiles Ltd and Euro Knit Ltd. held copyrights with a franchise in Israel for marketing fabrics carrying figures from the world of Walt Disney, whereas the defendants (Srigei Levanon Ltd. and Srigei Levanon Marketing Ltd. held a similar franchise for France and the countries of the European Common Market.
Defendant No. 3 Moshe Weinbaum, served as the CEO of Defendant No. 2) Srigei Levanon Ltd.)
Several contracts were concluded between the claimants and Defendant No 2-3 between the year 1991-1993, pursuant to which they undertook to engage in cooperation for establishing a joint company that would manufacture and market the fabrics under the franchise of the claimants in Israel, as well as under the exclusive franchise the defendant held in France and in the countries of the European Common Market.
In the year 1993, the claimants brought an action to court against the defendant and Weinbaum for the cause of a breach of the engagement agreement between the parties, including for causes of unjust enrichment and of bringing about the breach of a contract and the fulfillment of a contract in bad faith.
Conversely, Weinbaum filed a petition for the actions against him to the dismissed in limine.
In its decision of 1.8.00, the Court dismissed the petition, while determining that in the facts agreed upon it was established that the defendants got unjustly enriched and that Weinbaum, in his capacity as an organ of the company is the one that brought this about, whether by himself or together with others. Hence, without Weinbaum, whether by himself or together with others, the company, could not have become unjustly enriched. Weinbaum, has thus to be regarded as responsible together with the defendants, for the enrichment. Hence, it is immaterial if said enrichment fell to Weinbaum’s share or to that of the companies. The result is, consequently, that a cause of actions exists against Weinbaum.
A lawsuit and counterclaim was thus filed as part of a dispute that arose between Shani Yizhari, a beginning singer (at the time), who was represented by our office, and her personal managers, Stern and Ilit Barzilay and Tomer Biran.
As part of the arbitral award given by the arbitrator, Adv. Meir Estreicher, the lawsuit was filed by the personal managers of Shani Yitzhari on account of a potential profit in the amount of 5,500,000 NIS was dismissed, whereby it was established that the latter concluded negotiations in bad faith, while making a misrepresentation and adding a section to the management agreement without the knowledge of Shani Yizhari.
An arbitral award was given in the year 1999, in a dispute between the singer Boaz Sharabi and the Company Accord Ltd., which was its artistic performances managers at the time, concerning a financial dispute in connection with the well-known performance Latet (“To Give”).
In essence, an agreement was signed between the parties, pursuant to which Boaz Sharabi is entitled to a fixed fee, a retainer, on account of his performances. However, in due course, when Sharabi saw that the revenues from the performances are higher that he had expected, he sought to alter the terms of the agreement. After the claimants had refused to do so, Sharabi broke off ties to them, and pocketed all of his revenues from the performances in question.
In his decision, the arbitrator Itamar Pilpel (retired judge), entertained the claim, and determined that Boaz Sharabi had to pay Accord the amount of 547,276 NIS on account of their share in the revenues from said performance.
Action for the enforcement of a draft founder agreement between the claimant and another two individuals and the “Israeli Group”, which is concerned with a venture for constructing a private Jewish cemetery on Mount Olives, along with a lawsuit for obligating Defendant No. 1 (who was represented by our office) to transfer to the claimant his shares in the company which held rights in said venture.
As part of his lawsuit, the claimant maintained that the draft agreement has to be regarded as a binding agreement, even though it was not signed. To his way of thinking, a decision has been reached by the parties to enter into a binding agreement, the substantial details of which appear in the draft agreement and that as far as the agreement lacked details, those are not substantial and can be provided subsequently.
The Court dismissed the lawsuit, as stated, and determined that not all the parties to the agreement were subsumed under the procedure in question, whereby the identity of some of the parties to the agreement (for instance the “Israeli Group”) is not clear legal entity, hence it is not possible to enforce the agreement. The Court further determined that there was no clear date which was the time of concluding the contract; hence it is not possible to say that a decision was reached in connection with the founder agreement.
The Court likewise noted that the draft agreement was not signed and that the heading of the draft agreement was “Draft for Negotiation Purposes Only”, which indicates that we are not concerned with a done deal, but with a negotiation phase.
The Court also dismissed the allegation concerning the transfer of the shares of Defendant No. 1 in the company that owned rights, as stated, since this allegation was not properly proven, and is in contradiction to the factual state of affairs.
Finally, the Court condemned the claimant to pay the costs in the amount 50,000 NIS to Defendant No. 1 (who was represented by our office), and the amount of 50,000 NIS to Defendants Nos. 2-6.