Lawyers Gornitzky & Co.

Gornitzky & Co.

Advocates & Notaries

Established in 1938

Zion House

45 Rothschild Blvd.

Tel Aviv-Yafo 65784 Israel

Telephone:

+972 - 3 - 7109191

Fax:

+972 - 3 - 5606555

Web Site: www.gornitzky.com

1 Abba Even Blvd.

Herzliya Pituach 46120 Israel

Areas of Practice: Corporate Law, Mergers and Acquisitions, Energy, Infrastructure, Tax Law, Real Estate, Capital Markets, Securities Law, International Transactions, Banking Law, Finance, Litigation, White Collar Crimes, Class Actions, Derivative Suits, Insolvency, Bankruptcy, Receiverships, Liquidations, Communication and Media, Hi-Tech.

Profile: Founded in 1938, Gornitzky & Co. has been involved, for over seven decades, in many of the largest and most complex transactions in the Israeli economy and has played a key role in the development of Israel's economy, law and legal practice. Gornitzky & Co. is consistently rated by prime international legal directories as one of Israel's leading law firms in the various areas of law in which it operates, and it has earned many recommendations in these fields.

Gornitzky & Co. is well-known for its reputation and extensive experience, which it has acquired in all legal, business and commercial fields. This allows the Firm to provide its clients with the full gamut of legal services for their business activities, whilst serving in its capacity as a legal 'one-stop-shop'. Thanks to the unique, multi-disciplinary approach that characterizes the legal team at Gornitzky & Co., the Firm provides its clients with service of the highest quality, while integrating legal creativity and originality, allowing it to deal with complex business and legal challenges. The Firm and its partners are consistently recognized as leaders and are recommended in the various commercial areas of law by leading legal directories, such as Chambers Global, Legal 500, IFLR 1000, PLC Which Lawyer?, BDi code, Dun's 100, and others.

The firm's practice areas include M&A, international transactions, tax, capital markets and securities, banking and financing, real-estate and hotels, commercial litigation and dispute resolution, class actions and derivative suits, white-collar crime, receiverships and liquidations, project and infrastructure financing, energy, communications, high-tech and bio-tech, private equity, trusts & estates and private clients, competition and antitrust, labor law, and more.

The Firm's Clients - The firm's clientele includes a significant number of Israel's key players, including Israel's leading corporations, as well as multinational corporations and entities operating in Israel. The firm provides legal services to more than half of Israel’s 18 most influential business concerns and over 60% of the top 10 Israeli billionaires, according to Forbes magazine.

Our Legal Team - Gornitzky & Co.'s legal staff numbers more than 110 attorneys and 30 legal trainees. The firm's attorneys possess extensive experience in a broad range of practice areas, due in part to their involvement in some of the largest and most complex projects undertaken in Israel in recent years. The firm's attorneys speak Hebrew and English, as well as Arabic, Russian, French, Italian, Spanish, German, Portuguese and Afrikaans, and some of them are certified public accountants or licensed to practice law in other jurisdictions. The firm's chairman, Advocate Pinhas Rubin, who is considered one of Israel's prime tax and corporate law practitioners, was named by 'The Marker' magazine, in 2010, for the ninth consecutive year, as one of the '100 Most Influential People' in the Israeli economy. Adv. Rubin, who has been named by Legal500 2011 "a Super Lawyer", is consistently named by all legal directories as a leading lawyer in various fields of practice. The firm's managing partner, Advocate Moriel Matalon, serves as a director of Bank Hapoalim (Switzerland) and as the Chairman of the Israeli Fund for UNICEF (the United Nations Children's Fund). Adv. Matalon has been named by Israeli and international leading legal guides as a leading lawyer in Corporate, Banking & Finance, Project Finance and Energy Projects. Senior partner, Advocate Zvi Ephrat, has many years of experience in governmental positions, at Bank Hapoalim and in the private sector. Due to these varied experiences, he is able to assist his clients both as a business advisor and lawyer. He serves as a director of Bank Mizrahi-Tefahot since 1995 and as a senior advisor to one of the largest Israeli holding groups.

Corporate Social Responsibility – Values of community action and social involvement are of the cornerstones of Gornitzky & Co.'s organizational culture and they are manifest in various activities, including pro bono representation, volunteering activities and donations to social organizations. As part of its CSR policy, the firm invests a great deal in its employees' well-being, leisure activities and special events. Gornitzky & Co. is considered to be one of the most sought-after workplaces in the Israeli legal world.

As an integral part of its legal practice, the firm's goal is to foster an internal culture that emphasizes values, comradery and friendship. Every single member of the firm's legal team has signed the 'Gornitzky Code', which expresses the norms and values based on which the legal service is provided, and by virtue of which the social environment at Gornitzky & Co. is shaped.

Areas of Practice (partial list)

Corporate and Commercial Law; M&A – Since its inception, Gornitzky & Co. has been involved in many of the most well-known and most complicated transactions performed in the Israeli economy, which have included the sale of banks, insurance companies, companies from the energy and communications sectors, and other large corporations with various areas of activity. Over the years, the firm has acquired extensive experience in complex transactions involving multinational corporations in Israel, North America, Eastern and Western Europe, Asia, and others.

The firm's legal team comprises some of the most highly regarded commercial attorneys in Israel, who provide legal advice to their clients in all aspects of commercial and corporate law, while every transaction is conducted with an emphasis on both the legal and business needs of the client.

Tax - It is widely accepted that Gornitzky & Co.'s tax practice is among the leading and most professional in Israel. The firm has extensive experience in intricate, global tax cases, creative tax planning, writing complex opinions and representing individuals and corporations that require know-how and professionalism of the highest caliber. For more than seven decades of its operations, Gornitzky & Co. has represented clients before the various judicial bodies in Israel, including the Supreme Court and the Israeli Tax Authority, in cases that have given rise to precedent-setting and ground-breaking rulings.

Leading taxation directories, such as Tax Directors Handbook and others, consistently recognize the firm and its partners as the forerunners in this field. Over the years, partners of the firm have served as members of the Tax Committee of the Israel Bar Association (and have also chaired this Committee), several government committees and have also advised the Israel Tax Authority on various difficult tax matters.

Capital Markets and Securities - For many years, Gornitzky & Co. has provided legal services for offerings and rounds of financing of the largest, active business groups in Israel. In recent years, it has handled offerings and rounds of financing totaling billions of dollars in both public and private offerings, in the capital markets in Israel and abroad. The firm has handled offerings of Israeli companies on foreign exchanges and of foreign companies on the Tel Aviv Stock Exchange (TASE).

Due to its extensive and long-standing operations in the field, the firm has acquired unrivalled and extensive experience in working with the Israel Securities Authority, the Tel Aviv Stock Exchange, rating companies, and top tier underwriters. The firm has handled a broad range of issues pertaining to capital markets, including the handling of companies with different sizes of operations, complex prospectuses, shelf prospectuses, various professional questions, directives of the Securities Authority and the implementation of these directives, and more.

Banking and Finance – Gornitzky & Co., which ranks among Israel's leading firms in the field of banking and finance, continues to be involved in recent years in some of the largest and most important financing transactions in the Israeli economy, totaling billions of dollars, as well as in the representation of various banks in regulatory and banking matters. The firm's clients include Israeli companies and foreign companies of the highest caliber and major banks in Israel and around the world. In addition, some of the firm's partners hold important key positions at various banks in Israel and abroad.

Real-Estate and Hotels - The real-estate industry is one of Gornitzky & Co.'s core areas of practice, and a large number of partners and attorneys at the firm specialize in this field. Each year, the firm handles many real-estate transactions in Israel and abroad and consequently, the firm's legal team has extensive know-how and experience in Israeli real-estate laws, as well as the laws of other countries worldwide.

For many years, the firm has been involved in many of the largest real-estate transactions in Israel, and it has also provided legal services concerning real-estate aspects (as well as other aspects) of complex, large-scale projects such as the Cross-Israel Highway, Road No. 531, Road No. 431, the Carmel Tunnels, the desalination plants in Ashkelon and Hadera, and others. In addition, while providing legal advice regarding real-estate laws, Gornitzky & Co. simultaneously provides its clients full and comprehensive legal services in connection with the tax aspects of transactions of this nature.

The firm has a unique hotels practice, in which it represents many of the largest and leading hotel chains in Israel and abroad in current matters, as well as in the acquisition and construction of hotels in the US, Europe and Israel. In addition, the firm represents hotel owners in engagements for the management of hotels with leading international hotel chains and brands.

Commercial Litigation and Dispute Resolution - Gornitzky & Co. is the preferred choice of many of the largest and most significant business groups in the Israeli economy, for handling the commercial litigation cases in which they are involved. The firm has many years of experience in representing companies, corporations and individuals in intricate commercial disputes spreading over many countries and judicial bodies, including the Israeli Supreme Court, the High Court of Justice and international arbitration tribunals, while collaborating with some of the world's leading legal advisers and law firms.

The firm's perception of its legal practice, where each attorney is involved in a number of legal disciplines, allows professional representation, accompanied by an in-depth understanding of the conflict at the center of the case - the attorneys arguing the cases in court are typically proficient in the terms and manner of work entailed in the legal practice discussed in the case (for example – real-estate cases, tax cases, prospectuses and securities, etc.) and not only in the purely litigation-based aspect, as they have worked in these fields themselves, on other cases.

Class Actions and Derivative Suits - Gornitzky & Co. is one of the leading law firms in Israel in the field of class actions and derivative suits. Over the years, the firm has handled dozens (over 50!) of class actions and derivative suits in substantial financial scopes in the fields of insurance, restrictive trade practices, banking, consumerism and corporate law. The overwhelming majority of the class actions have culminated in victory for the firm's clients, or in the withdrawal of the claim by the other party. In these cases, Gornitzky & Co. has represented leading insurance companies, banks, financial institutions and corporations.

White-Collar Practice - Gornitzky & Co. has a respected and highly regarded white-collar practice which has handled, and continues to handle, large and complex cases with a high media profile. The firm provides legal services to its clients at all stages of the process, from the initial stage of the investigation, through the hearing stage and ending in the various stages of the legal discussion. The firm has many years of experience in representing all types of white-collar crime - offenses relating to securities, the use of inside information, money laundering, tax offenses, fraud offenses, the planning and construction laws, the business licensing field, and more.

Receiverships and Liquidations - Gornitzky & Co. has an extensive receivership, liquidation and restructuring practice which is involved in a large range of insolvency cases. The firm has many years' proven experience in handling the most challenging and complex insolvency cases which the Israeli economy has ever known. The firm's partners have been appointed by the Israeli courts to serve as liquidators, temporary administrators and receivers at public and private companies.

Project Finance & Infrastructure - Gornitzky & Co. has historically been involved in most of the major infrastructure and energy transactions in Israel, and in the financing of these transactions. Thus, for example, the firm provided legal services for the construction of all the major desalination plants in Israel (including the construction of the largest desalination plant in the world, located in Hadera), the National Training Center project of the Israel Police, the construction of training facilities for the IDF, the Carmel Tunnel project, and many others.

Gornitzky & Co. has extensive experience in privatization processes, tenders and BOT and PFI projects, and it is one of the most sought-after firms in Israel in these fields. Over the years, the firm has represented the Israeli government, as well as Israeli and foreign investors, construction and infrastructure companies (both Israeli and foreign) and international consortia.

Energy - Gornitzky & Co. has a unique and leading practice providing legal services to the leading energy corporations, Israeli and foreign alike, which are involved in the major energy transactions being performed in Israel, and which require an in-depth understanding of the specific characteristics of the energy industry. Over the years, the firm has acquired extensive experience and know-how in all of the fields of the energy market - natural gas, oil, refineries, private power stations, electricity, solar energy, water desalination, BOT transactions, and others. The firm's specialization in this area, in conjunction with its forerunning status in the infrastructure and project financing sector, allow the firm to provide the fullest and most professional legal framework for any project in the energy sector.

Communications - Gornitzky & Co. has an extensive and well-established practice in the communications sector. The firm is recognized by the legal community and by clients as a specialist in the various aspects of this sector, including infrastructure aspects, content, technology and regulation. The unique working method which characterizes Gornitzky & Co. – whose multidisciplinary attorneys are proficient in various fields of law – guarantees that the firm's clients in the communications sector will be provided with an extremely professional legal service in all of the fields of commercial law which, alongside an in-depth understanding of the communications world, is based on extensive experience and know-how in the fields of financing, litigation, taxation, and others.

High-Tech and Bio-Tech - Gornitzky & Co. is one of Israel's leading firms in all of the fields of commercial and corporate activity, and as such, the firm is also extensively involved in the high-tech and bio-tech sectors. The firm's high-tech and bio-tech practice comprises the representation of veteran high-tech and bio-tech companies, alongside start-ups, the representation of investors in such companies and merger and acquisition transactions in the high-tech sector. The firm's clients in the high-tech and bio-tech sectors include large venture capital funds as well as high-tech companies, bio-tech companies and communications companies, including start-ups in the telecommunications and satellite broadcast industries, transmission and reception technologies, information technologies, electronic trade, biotechnology and drugs, outsourcing, information protection systems and others.

Estates, Trusts and Private Clients - Gornitzky & Co. provides comprehensive and unique legal services and advice in the entire range of aspects relating to estates, trusts and private clients. The services provided by the firm include, among others, drafting up wills and living wills, estate planning and management, managing and setting up trusts, drafting up financial agreements, providing advice and legal services to charitable institutions, private and public endowments, companies for public profit and non-profit organizations, guardianships, the regulation of citizenship and residency, and more. The firm provides comprehensive legal services to 'High Net Worth Individuals' in connection with preserving, protecting and planning family capital, and the transfer of family assets, capital and business from generation to generation. In addition, the firm provides legal advice on the tax implications entailed in the provision of all the above-mentioned services.

Competition and Antitrust - Over the years, the firm has acquired extensive experience in the restrictive trade practices aspects of large M&A transactions, clients' classification as monopolies and the implications of such a classification, in civil and commercial litigation in the field and in accompanying the client during the investigation process by the Israel Antitrust Authority. The firm has been involved in formulating the regulation in this field. Gornitzky & Co. has proven experience in the representation of its clients before the various authorities and in conducting negotiations regarding specific issues. The firm places great emphasis on understanding the commercial environment of each of its clients and in providing them with a high degree of commercial and regulatory certainty in order for them to meet all antitrust regulatory requirements (as well as, naturally, in other areas).

Labor law - Gornitzky & Co. specializes in the litigation-related and commercial aspects of the employment of senior managers at large companies, with an emphasis on public companies or companies operating internationally. The firm has extensive experience in many aspects of labor laws in Israel and abroad and has advised on pension arrangements and in the provision of legal services to pension funds and provident funds. The firm offers the entire range of legal services to the human resources departments of international and Israeli companies, leading high-tech and electronics companies, hotel chains, and others.

Languages: Hebrew, English, Arabic, Russian, French, German, Italian, Spanish, Portuguese, Afrikaans.

Chairman of the Firm

Rubin Pinhas

Positions: One of Israel's top lawyers and one of the most influential people in the Israeli economy according to the financial press and to leading legal guides. His clients range from multinational public companies to private leading commercial family-owned companies. Adv. Rubin regularly represents Israel's largest banks on various corporate and tax issues, high profile corporate individuals accused of white collar crimes, advises and litigates on behalf of Israel's leading insurance companies on various corporate, tax and commercial matters. Adv. Rubin has been a lecturer of Tax, Business and Commercial law at Tel Aviv University, Faculty of Law and School of Business, a member of the Advisory Committee on Reform of the Israeli Court System, Chairman of Israel Bar Association Taxation Committee (1985-99), and a member of the Rabinowitch Committee on Taxation Reform. Adv. Rubin has been chosen by many leading legal guides as one of Israel's most prominent lawyers, considered to be its leading tax and corporate expert: Legal 500, Plc, European Legal Experts, Chambers, etc. Adv. Rubin has been considered by the Israeli financial press as "a key position holder", was chosen in each of the past 8 years as one of the 100 most influential people in the Israeli economy, by TheMarker magazine and by "Forbes", was chosen as no. 2 in 'Lawyers of the year' by 'Advocates' - The Israeli Bar Association Magazine, for 2007, and was chosen as no. 15 in 'People of the Year' by Globes magazine. Teaching Positions: A lecturer at the Israel Bar Association, the Institute of Certified Public Accountants in Israel, and the Institute for Continuing Legal Education.

Managing Partner

Matalon Moriel

Positions: One of Israel's most valued lawyers, who was chosen by Israeli and international leading legal guides as a leading lawyer in the fields of Corporate, Banking & Finance, Project Finance and Energy projects. Specializes in International Transactions, Real-Estate, Corporate & Commercial, Hi-Tech & Communications, M&A and Hotels. Adv. Matalon served as the leading lawyer on behalf of the Israeli government in various projects and privatization transactions, led an international consortium for the world's largest sea-water desalination project and represents leading international and Israeli hotel chains. Adv. Matalon was recently chosen by "Global Water Intelligence" as one of the world's leading lawyers in the water industry. In addition, he was chosen as a leading lawyer in different fields of practice by Chambers' Global ("Talented negotiator and knowledgeable practitioner"), PLC-Which Lawyer ("Managing partner of the firm, in addition to a commercial and broad general practice, has significant experience in large infrastructure projects") and many other legal guides. Adv. Matalon's past positions include assistant to a minister in the Israeli Government (1969-70), senior legal adviser in the international law department - Israel Defense Forces (1973-75), and associate in Amen Weissman and Butler, New York (1975-78). Serves as Chairman of the Israeli Fund for UNICEF (the United Nations Children's Fund) and in addition, serves as a Director at Bank Hapoalim Switzerland.

Senior Partner

Ephrat Zvi

Positions: Adv. Ephrat is identified as one of the leading lawyers in Israel in the Banking and Finance practice areas by European Legal Experts as an Israeli leading lawyer for the past 5 years in Banking & Finance. In addition, he specializes in M&A, Corporate Structuring, Banking and Finance. His clients range from multinational public companies to private family-owned companies. Due to his many years of experience in both International Law and Banking, Adv. Ephrat is able to assist his clients both as a business advisor and as a lawyer. Adv. Ephrat served as the Head of the of the International Law Department of the Military Advocate-General Unit of the IDF, where he participated in negotiations with Egypt on the signing of the Interim Agreement as well as the Peace Treaty. Served in the legal department of the Secretariat of the United Nations in New York. Adv. Ephrat held a senior management position at Bank Hapoalim where he was involved with management of the international subsidiaries and activities of the bank. Since 1995, Adv. Ephrat has served as a Director at Bank Mizrahi-Tefahot, where he also serves as a member of the Executive Committee, Audit Committee and Credit Committee.