News

| Lior Porat
August 31st, 2017

Gornitzky represents Bezeq in a motion to hold an additional court session regarding the Supreme Court's ruling on the matter of dividend distribution.

Gornitzky represented Bezeq, the Israeli Communication Corp. Ltd,. in a motion to hold an additional Supreme Court session regarding its ruling from December 2016, which dismissed an appeal over the District Court's ruling that denied motions to approve a derivative lawsuit on behalf of Bezeq, in relation to capital reduction and dividend distribution executed by Bezeq. In her decision, Supreme Court President, Justice Naor, denied the plaintiff's motion to hold an additional court session, stating that the motion does not fall within the rare cases which justify holding an additional hearing.

Bezeq was represented by Pinhas Rubin (Chairman of the Firm), Lior Porat (Managing Partner), Asaf Avtuvi (Partner) and Ehud Katzenelson (Associate).

June 22nd, 2017

An Israeli chapter in the FRAPA report dealing with the protection of television formats in worldwide legal regimes.

Our firm took part in an international report incorporating 30 different countries, in the field of Media and Communications, on the matter of legal protection of television formats. The report provides a comparative review of legal options available for the protection of television formats and is a cooperation between FRAPA, a leading international organization in the area of recognition and protection of TV formats, and the global law firm, Baker McKenzie.

 

The Israeli chapter in the report was written by Lior Porat, Managing Partner and Head of Telecommunication and Media practice at our firm, together with associate Karin Shani.

 

For more information please visit the FRAPA website: https://www.frapa.org/general/formats-are-protected-by-law

January 1st, 2017

Gornitzky's Dispute Resolution team successfully represented Bezeq the Israel Telecommunication Corp. Ltd. before the Supreme Court, receiving an unprecedented ruling in Corporate Law 

Gornitzky's Dispute Resolution team successfully represented Bezeq the Israel Telecommunication Corp. Ltd. before the Israeli Supreme Court, resulting in an exceptional ruling in favour of Bezeq, dismissing two appeals over the decision of the honourable Judge Kaboub at the Tel Aviv District Court which denied two motions to approve a derivative suit.
Among others, the ruling unprecedentedly asserts the absorption of the Delawarean Business Judgment Rule within the Israeli Corporate law.

 

Bezeq was represented by Pinhas Rubin (firm chairman), Lior Porat (partner), Asaf Avtuvi and Ehud Katzenelson

January 3rd, 2016

Gornitzky represents Israel Corp  in a motion to approve a derivative suit pertaining Israel Corp's previous CEO, Mr. Nir Gilad, employment terms prior to 20th Amendment of the Israeli Companies Law.

Gornitzky successfully represented Israel Corp in a motion to approve a derivative suit pertaining Israel Corp's previous CEO, Mr. Nir Gilad, employment terms approved prior to 20th Amendment of the Israeli Companies Law (addressing the compensation and salary approval process for senior executives). The Tel Aviv District Court dismissed the suit against Israel Corp and its Board Members.


See full articel in Globes magazine (Hebrew)


Israel Corp was represented by Pinhas Rubin (Firm Chairman), Lior Porat (partner) and Shirin Gabbay-Metzger

July 1st, 2015

Gornitzky represented Milchan Media Ltd. in the sale of a portion of its shares in Israel's Channel 10 to the R.G.E Group Ltd.

 

Gornitzky represented Milchan Media Ltd. in the sale of a portion of its shares in Israel's Channel 10 to the R.G.E Group Ltd. Channel 10, one of only three privately-owned broadcasting channels in Israel. The channel has recently been granted a 15-year broadcasting license, making Channel 10 the first of the three to obtain such license. 

 

Milchan Media is ultimately owned by Mr. Arnon Milchan, a well-known international film producer who has produced over 130 full-length motion pictures (including Pretty Woman, 12 Years a Slave, Gone Girl, L.A. Confidential, Fight Club, and Mr. and Mrs. Smith).

 

Milchan Media Ltd. was represented by Lior Porat (Partner) and Yoav Meer.

April 1st, 2014

Gornitzky represented Strauss Investments (1993) Ltd. in a change of shareholders composition in Reshet-Noga Ltd., the Israeli Channel 2 concessioner. 

Gornitzky represented Strauss Investments (1993) Ltd. in a change of shareholders composition in Reshet-Noga Ltd., the Israeli Channel 2 concessioner, and the entrance of a new major shareholder – Endemol Group.

 

Strauss Investments (1993) Ltd. was represented by Lior Porat (Partner), Avner Finkelstein (Partner, Antitrust) and Yoav Meer.

June 18th, 2012

The Tel Aviv District Court dismissed in limine a motion to approve a derivative claim against Bezeq, alleging that the company's shareholders were harmed by the distribution of approximately NIS 7 billion in dividends. Bezeq was represented by Gornitzky & Co.

Judge Ruth Ronen of the Economic Department of the Tel Aviv Jaffa District Court dismissed in limine a motion to approve a derivative claim against Bezeq the Israel Telecommunications Corp. Ltd. (TASE: BEZQ), alleging that the company's shareholders were harmed by the distribution of approximately NIS 7 billion in dividends.


Judge Ronen accepted Bezeq's arguments that the claimant should not be permitted to file such claim, as he is neither a registered shareholder of the company nor a member of its board of directors. Additionally, Bezeq argued that the distribution of the dividends had been approved by the vast majority of the shareholders, at the company's general assembly.


Bezeq was represented by Mr. Pinhas Rubin (Firm Chairman), Mr. Lior Porat (Partner) and Mr. Asaf Avtuvi.

 

April 1st, 2012

Partner Communications (Orange) objected to a motion to file a derivative suit against its directors, which challenged the distribution of dividends and obtainment of loans.

Partner Communications (commercially branded as "Orange") filed an objection to a motion to file a derivative suit against its directors, which challenged the distribution of dividends by Partner and loans obtained during the same period. Gornitzky & Co. responded to the petition on behalf of Partner, claiming that the petition for the approval of the derivative suit is based upon fundamental economic and legal errors, and should therefore be dismissed.

 

Partner Communications (Orange) is represented by Mr. Pinhas Rubin (Firm Chairman), Mr. Lior Porat (Partner) and Ms. Sagit Ohana-Livne (Partner).

June 22nd, 2017

An Israeli chapter in the FRAPA report dealing with the protection of television formats in worldwide legal regimes.

Our firm took part in an international report incorporating 30 different countries, in the field of Media and Communications, on the matter of legal protection of television formats. The report provides a comparative review of legal options available for the protection of television formats and is a cooperation between FRAPA, a leading international organization in the area of recognition and protection of TV formats, and the global law firm, Baker McKenzie.

 

The Israeli chapter in the report was written by Lior Porat, Managing Partner and Head of Telecommunication and Media practice at our firm, together with associate Karin Shani.

 

For more information please visit the FRAPA website: https://www.frapa.org/general/formats-are-protected-by-law

April 5th, 2017

Gornitzky represents Mobile operator Golan Telecom, which was acquired by Electra Consumer Products (ECP) for NIS 350 million.

Upon receiving all necessary regulatory approvals, the acquisition of Golan Telecom by ECP for NIS 350 million has been completed. The deal was signed at the start of January 2017, and upon completion of ECP's due diligence and receipt of all regulatory approvals, the deal was consummated with ECP acquiring control of Golan Telecom.


Golan Telecom and its shareholders were represented by Chaim Friedland (Partner, Corporate), Lior Porat (Partner, Telecoms), Avner Finkelshtein (Partner, Antitrust), together with Avi Meer, Asaf Avtuvi and Noa Schweitzer.

 

February 4th, 2016

Gornitzky represented Osem Investments Ltd., in a substantial “Reverse Triangular Merger” pursuant to which Nestle shall acquire all Osem’s "floating shares” in cash (representing a valuation of NIS 9.13 Billion)

Gornitzky represented Osem Investments Ltd. (“Osem”), one of the leading companies in the food industry is Israel, in a substantial “Reverse Triangular Merger” pursuant to which Nestle S.A. ("Nestle"), the controlling shareholder of Osem, shall acquire all Osem’s "floating shares" (held by the public) in a cash consideration representing a valuation of NIS 9.13 Billion for Osem. Subject to the completion of the merger transaction, Osem will be delisted from TASE and become a private company wholly owned by Nestle.


See full story (Hebrew)


Osem was represented by Lior Porat (Partner), Yair Shiloni (Partner) and Uri Heller (Associate). 

November 25th, 2015

Lior Porat (Partner) was featured in an article in "TheMarker" magazine with regards to public companies board members' liabilities 

Lior Porat (Partner) was featured in an article in "TheMarker" magazine with regards to public companies board members' liabilities vis-a-vis a recent Supreme Court ruling mentioning that "board members are well aware of the matter and public companies today are very meticulous on keeping elaborated protocols".


Read the full story (hebrew item)

January 12th, 2015

Gornitzky represented Israel Corporation as the conglomerate split itself into two parts, and in the dual-listing of its spin-off, Kenon Holdings Ltd., on the TASE and on the NYSE.

Gornitzky represented Israel Corporation (TASE: ILCO) as the conglomerate split itself into two parts by way of a distribution of a dividend in kind, and in the dual-listing of its Singaporian spin-off corporation, Kenon Holdings Ltd. (TASE: KEN, NYSE: KEN) on the Tel Aviv Stock Exchange and on the New York Stock Exchange.

 

Israel Corporation and Kenon were represented by Pinhas Rubin (Firm Chairman) and Lior Porat (Partner), together with Elite Elkon-May-Tal (Partner), Gil Grady (Partner, tax), Yair Shiloni (Partner, capital markets), Idan Baki (Partner, finance), Avner Finkelshtein (Partner, antitrust), Nurit Traurik (Partner), Ori Yitzhak, Itamar Ben Yehuda (capital markets), Avishai Marom, Amit Levy, Shira Porat (finance) and Natalie Dragot.

March 18th, 2013

Gornitzky represented Partner Communications (Orange) in the successful dismissal of a derivative suit petition filed against the company's directors, which challenged the distribution of dividends and obtainment of loans. 

Gornitzky represented Partner Communications (commercially branded as "Orange") in the successful dismissal of a derivative suit petition filed against the company's directors, which challenged the distribution of dividends by Partner and loans obtained during the same period. The claim made by Gornitzky & Co., that the petition for the approval of the derivative suit was based upon economic and legal errors and should therefore be dismissed, was accepted by Judge Khaled Kabub of the Tel Aviv District Court.

 

Partner Communications (Orange) was represented by Mr. Pinhas Rubin (Firm Chairman), Mr. Lior Porat (Partner) and Ms. Sagit Ohana-Livne (Partner).

 

April 23rd, 2012

The High Court of Justice accepted YES' motion and issued a conditional order against the validity of an amendment to the Communications Law.

The High Court of Justice accepted YES' motion and issued a conditional order (order nisi) against the validity of an amendment to the Communications Law, which exempts certain channels, including Channels 9 (Russian), 24 (Israeli music) and 30 (Arabic), from paying transfer fees to the satellite company for their broadcast. The legislative amendment had been accepted in 2010 and essentially absolved the said channels from paying significant fees to YES.

 

YES was represented by Mr. Lior Porat (Partner) and Mr. Asaf Avtuvi.

September 20th, 2011

Gornitzky & Co. represented Bezeq Ltd. in obtaining the court's approval for a NIS 3 billion dividend, by way of capital reduction and also in recent court deliberations regarding the dividend

In March 2011, Bezeq Ltd. was authorized by the Financial Department of the District Court in Tel-Aviv (the Honorable Judge Danya Kareth Meyer) to distribute a NIS 3 billion dividend by way of capital reduction, as was recommended by its board of directors and approved by its general assembly. The approved dividend is to be paid in six payments, over a period of three years. In September 2011, the District Court ruled, inter alia, that a request to object to the dividend filed by two of Bezeq Ltd.'s bond holders a few months following the court's approval, became redundant.


Bezeq The Israel Telecommunications Co. Ltd. which is Israel's largest telecom operator, was represented by Mr. Pinhas Rubin (Firm Chairman), Mr. Lior Porat (Partner) and Mr. Asaf Avtuvi.