News

| Administrative Law
June 8th, 2016

Gornitzky successfully represented the directors of  Zmicha Investment House Ltd. In the dismissal of a motion to approve a derivative suit, targeting the company's unsuccessful investment.

Gornitzky successfully represented the directors of Zmicha Investment House Ltd., a TASE publicly traded company, in a motion to approve a derivative suit against the directors. The motion addressed allegations that the respondents (the directors) had unlawfully approved Zmicha's investment in Shemen Oil and Gas Resources Inc., in which Zmicha's controlling stockholder allegedly had a significant business interest. The motion also contended that the directors breached their duties of care and loyalty by approving this transaction in a negligent manner.

 

The Economic Department in the Tel-Aviv District Court (Honorable Judge Ruth Ronen), in a profound and well established decision, rejected the motion, ruling that Zmicha's investment in Shemen was neither an interested transaction nor a negligent one. The court ruling presents a comprehensive (and somewhat pioneering) analysis of the fundamental corporate governance issues that arise from the case, after which the motion was dismissed and the directors were awarded with legal fees and expenses.

 

The directors of Zmicha Investment House Ltd. were represented by Noam Ronen (Partner) and Noga Haruvi.

December 2nd, 2012

Dr. Zvi Gabbay, a partner at Gornitzky and former Head of Enforcement at the Israel Securities Authority, believes that two recent decisions rendered by an Administrative Enforcement Tribunal are indicative of the ISA's attempt to utilize the administrative enforcement procedure in order to broaden the scope of its authority.

According to the Israeli newspaper, Calcalist, Dr. Zvi Gabbay, a partner at Gornitzky and former Head of Enforcement at the Israel Securities Authority, believes that two recent decisions rendered by an Administrative Enforcement Tribunal are indicative of the ISA's attempt to utilize the administrative enforcement procedure in order to broaden the scope and type of entities that are under its supervision, such as the non-public companies Tnuva and Apax and day trader Rafael Dahan.

 

"I believe that the administrative enforcement proceeding is good and appropriate, and yet it seems that the ISA utilizes it to expand the scope of its authority, and that is not what it was intended for," said Dr. Zvi Gabay. "Of the only two decisions that the Administrative Enforcement Committee publicized thus far, you can see a clear trend towards organizations and people who are not supervised by the ISA.  It is inappropriate to take advantage of the process for expanding control."

 

Dr. Gabbay was interviewed in response to the Administrative Enforcement Committee decision rendered in the matter of Refael Dahan, an independent investor, whose daily investment activities were interpreted by the ISA as deliberate influence on certain share prices.

October 22nd, 2012

Dr. Zvi Gabbay, the former Head of Enforcement at the Israel Securities Authority, and Etai Mashiah were featured in an article in the Calcalist newspaper in which they gave tips to corporations following recent amendments to the administrative enforcement procedure legislation.

Dr. Zvi Gabbay, the former Head of Enforcement at the Israel Securities Authority, and Etai Mashiah were featured in an article in the Calcalist newspaper in which they gave tips to corporations following recent amendments to the administrative enforcement procedure legislation.

 

One of their suggestions is to implement an internal compliance program, and the two have co-authored an article ("Internal Compliance Programs: The Challenges Facing the Israeli Regulator") in which they discuss lessons learned from the United States with regard to this practice.

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.

March 16th, 2016

Gornitzky represented Osem in a motion to deny an urgent petition by one of Osem's shareholders to grant temporary relief, for the purpose of postponing the general meeting of Osem's shareholders

Gornitzky & Co. represented Osem Investments Ltd. (TASE: OSEM, a part of the Nestle group)  in a motion to deny an urgent petition by one of Osem's shareholders to grant temporary relief, for the purpose of postponing the date on which the general meeting of Osem's shareholders is scheduled to take place (March 17th, 2016). The meeting's agenda will include the approval of the reverse triangular merger between Osem and Nestle, in which Nestle is expected to purchase public holdings in Osem, which in turn will become a private company under Nestle's full ownership.

 

Osem Investments Ltd. was represented by Adv. Noam Ronen (Partner) and Adv. Tom Alkalay

October 31st, 2012

Gornitzky's lawyers successfully argued, on behalf of Ben Gurion University in their appeal before a subcommittee of the Council for Higher Education, that the committee not prohibit students from enrolling in the political science department next year and thereby, in effect, close it down.

Gornitzky's lawyers successfully argued, on behalf of Ben Gurion University in their appeal before the subcommittee of the Council for Higher Education, that the committee not prohibit students from enrolling in the political science department next year and thereby, in effect, close it down.

 

The subcommittee had come to their initial decision after the department had been criticized for being politically imbalanced and lacking certain professional standards. Gornitzky's lawyers claimed before the subcommittee that their recommendation to close the department was illegal and not within the scope of their authority.

 

Ben Gurion University was represented by Mr. Moriel Matalon (Managing Partner) and Mr. Ofer Fleischer.  

September 11th, 2012

Gornitzky is representing leading Israeli student organizations, on a pro bono basis, in a petition to the High Court of Justice against an amendment to the National Insurance law.

Gornitzky is representing leading Israeli student organizations, on a pro bono basis, in a petition to the High Court of Justice against an amendment to the National Insurance law. Under the amendment, interns who have completed their internship, and are studying for the Israel Bar Association or Israel Board of Accountancy exam, are denied the right to unemployment benefits during the period of their studies for the exam.

 

The petition, submitted today (September 11th) is based upon the amendment's infringement of the interns' rights to equality on two accounts: first, with other unemployed persons who are not registered for certification exams, and second, with unemployed persons who are studying for their certification exams in other areas, such as investment advisers, physiotherapists, and others.

 

The petition is being led by Mr. Michael Ayalon and Mr. Imri Kozak.

June 11th, 2011

Gornitzky & Co.'s Chairman, Mr. Pinhas Rubin discusses the new Administrative Enforcement Act by the Israel Securities Authority (ISA), saying that it might result in the regulator becoming too aggressive.

Gornitzky & Co.'s Chairman, Mr. Pinhas Rubin discusses the new Administrative Enforcement Act by the Israel Securities Authority (ISA), saying that it might result in the regulator becoming too aggressive.

 

So long as the regulator acts reasonably, Mr. Rubin believes that the new law is good and will result in less criminal proceedings. However, Mr. Rubin raised the concern that the ISA might be too aggressive while implementing the law, "The regulator begins his appointment at the ISA with intellectual modesty, but through the years the modesty becomes arrogance. The regulator is certain that he knows the law better than others and believes that he operates correctly, since everyone does as he commands."