October 7, 2016: Two U.S. Law Firms Look to a Big New Year in Israel (Law.com)

Posted in General, Global

An Israeli company that prints 3-D circuit boards with silver nano ink ushered in the Jewish new year by listing on Nasdaq last Friday.


“We see a big opportunity as the law is phased in and businesses are put on the block,” says Greenberg partner Joey Shabot in Tel Aviv.

Shabot first moved to Israel as a toddler in 1980 as part of a late trickle of refugees from the Syrian Jewish community. He spent most of his childhood in the U.S., where he went on to Harvard College and the University of Pennsylvania Law School. Shabot joined Wachtell, Lipton, Rosen & Katz, where he happened to do an Israeli acquisition for Corning Inc. in 2010. The activity and sophistication of the Israeli deal scene came as a revelation to Shabot, who fondly associated Israel with children’s candy treats of shoddy consumer quality.

“My eyes opened to something I never knew existed,” says Shabot. “An M&A ecosystem was developing in Israel.”

Shabot rekindled his passion for Israel, and Wachtell nurtured it by seconding him to an Israeli firm. As that stint drew to a close, the Israel Bar Association opened the legal sector to foreign lawyers as a condition of Israel’s entry to the Organisation of Economic Co-operation and Development. At the initiative of partner Gary Epstein, Greenberg became the first major law firm to take advantage. Epstein picked Shabot from a crowd of talented young lawyers eager to help the firm hang out a shingle (and mezuzah) in 2012.

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Oct. 2, 2016: Israeli Publication Maariv Sums-Up the Past Year with Israeli Business Leaders

Posted in Israel

On the eve of the new Jewish year, Maariv, one of Israel’s oldest and most respected publications, asked some leaders of the business community in Israel to share their most significant achievement from the past year. Among the eight people selected by Maariv was Gary M. Epstein, managing shareholder of Greenberg Traurig’s Tel Aviv office; co-chair of its Israel Practice; and senior chair of the firm’s Global Corporate & Securities Practice, who offered the readers a glance into the Tel Aviv office’s history, recent achievements, and goals for the future:

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GT’s Barry Schindler Speaks Before Israel In-House IP Forum

Posted in Event, Intellectual Property, Israel

Earlier this week, the GT Tel Aviv office hosted 20 members of the Forum of In House IP Managers and Counsel, Israel, for an in-depth seminar about recent developments in the United States concerning obviousness rejections and other matters.

Barry Schindler, co-chair of the firm’s Global Patent Prosecution Group and member of Greenberg Traurig’s Israel Practice, led the event which attracted IP specialists from leading companies in Israel, both local and international.

Co-Chair of the Israel Practice, Bob Grossman, attended the seminar and delivered welcome remarks.

Barry Schindler and Bob Grossman

Barry Schindler and Bob Grossman

The seminar took place as part of the annual IP Best Practices Conference which Barry Schindler will be co-chairing in 2017. The conference is a top IP event in Israel and attracts a large crowd of IP experts from Israel and abroad.

Invitation to Attend September Berlin Tech M&A Update

Posted in Corporate, Corporate & Securities, Event, FinTech, Global, Israel, Mergers & Acquisitions

Software and Technology companies saw significant volume and valuation strength last year. But what impact will Brexit have on Tech M&A? What are the eight stages to get an optimal outcome in a M&A process? What are real deal disasters and how can you avoid them? Get an update on the latest trends, deal metrics and valuations for software companies by joining us for this Tech M&A Update especially designed for investors, founders, owners and executives of software, IT and related technology companies.


Thursday, September 29, 2016 9:00 a.m. – 11:00 a.m. (CET) Registration: 8:30 a.m. – 9:00 a.m.
Greenberg Traurig Germany
Potsdamer Platz 1 10785
Berlin, Germany


  • Tech M&A Overview: Market Perspective
  • The impact of Brexit on Tech M&A in Europe
  • M&A Activity: Valuations and Structures- Recent Transactions in the DACH region
  • Optimal Outcome: 8 Required Stages of the M&A Process
  • Avoiding Deal Disasters / Due Diligence Landmines
  • Q&A

The conference is initiated by Corum Group International and supported by Greenberg Traurig Germany.
Please register no later than September 21, 2016 by emailing events@gtlaw.de to attend the conference as our guest for free.
(The general registration fee for the conference is 75,00 €)
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Israel Posts Information and Schedule Regarding Upcoming Bidding Round for New Oil and Gas Exploration Licenses

Posted in Environmental, Israel

Israel’s Ministry of National Infrastructure, Energy and Water Resources has posted on a dedicated website new information concerning the first round of bidding for offshore oil and gas exploration activity.  Israel’s Exclusive Economic Zone (EEZ) in the Mediterranean Sea is divided into 69 exploration areas or blocks.  The Ministry plans to conduct successive rounds for new exploration areas in the EEZ.  In the first round, the Ministry will offer for competitive bidding 24 blocks that are located in the central part of the offshore area. The Ministry states that the 24 blocks were chosen based on seismic and geologic data indicating a high potential for promising geological structures; some of the blocks are adjacent to the substantial deep water gas discoveries in Israel’s EEZ, including the Tamar and Leviathan fields.  The Ministry’s website offers a map showing Israel’s offshore EEZ, including the blocks to be offered for bidding and blocks covered by existing leases and licenses.

The bid documents for the upcoming round contain all the required information for bidding, including a description of the offering, the required qualifications and assessment criteria, license model, instructions for submission and the relevant forms and tables for submitting an application.  Potential bidders can obtain the tender documents by contacting Dina Levant, Coordinator, Foreign Relations and Information, Natural Resources Administration, via email at dinal@energy.gov.il or phone (972-2-5316042).  Interested parties wishing to remain initially anonymous may also acquire the tender documents through legal counsel.   

The Ministry also published the following bid timeframe:

Publication of tender documents – Nov. 15, 2016

Roadshow event in Houston – November 2016 (date TBD)

End of Q&A – Jan. 31, 2017

Closing Date – March 28, 2017

The Ministry also states that it has prepared a data package for potential bidders containing comprehensive information on the Levant Basin’s geology including highlights of the Petroleum System and Basin Analysis study performed by Beicip FranLab in 2015.  Importantly, the Ministry states on its website that purchasing the tender documents, including the data package, is a pre-condition for participation in the bidding round.  Details on the cost of the package can be obtained from Dina Levant at the same contact information noted above.  The data package includes, among other things:  (1) information from 19 wells that were drilled offshore Israel between 1970 and 2013 (list of wells and location map); (2) 2D seismic data acquired between 1970 and 2013 covering the entire bid area (raw field tapes can be purchased for additional cost); and (3) bathymetric, gravity and magnetic data covering most of the bid area. 

Greenberg Traurig is the only major international law firm with a registered office in Israel.  Together with the firm’s Energy and Natural Resources practice group, we are positioned to support clients on a wide range of legal issues relevant to world energy markets, including the upcoming Israel offshore bidding process.  We will continue to provide updates on the latest developments in the offshore bidding process through our GT Israel Law Blog.

For additional information about the upcoming offshore bidding round, please contact Joey Shabot (Tel Aviv, Israel – shabotj@gtlaw.com), Ken Minesinger (Washington, DC – minesingerk@gtlaw.com), Allan Reiss (New York, NY – reissa@gtlaw.com) or Derek Anchondo (Houston, TX – anchondod@gtlaw.com).

Regulation D Standards and Filings

Posted in Commercial Agreements, Emerging Growth Companies, Global, Israel


For Israeli startups and growth-stage companies that seek to raise capital from investors in the United States, it is imperative that they understand the various securities issues that can arise in a capital raise. Under the Securities Act of 1933, any offering of securities in a company must either be registered with the SEC or qualify for an exemption to the registration requirement. As most companies that are solely seeking capital are not ready to file their securities with the SEC (and effectively go public), an exemption to the registration requirement is often sought out. A common exemption for issuers is Section 4(a)(2) (the private placement exemption) which states that a registration is not needed in a nonpublic offering. The regulations implementing this statute are called Regulation D, which includes Rule 504, Rule 505, or Rule 506 (all described in detail below).  In addition, Section 4(a)(5) provides an exemption for offers and sales to accredited investors. In connection with the reliance on these Rules, issuers file a Form D online, which is a form that is used to file a notice of an exempt offering of securities with the SEC.

The Form D filing itself requires stating whether the SEC exemption that is being used is Rule 504, Rule 505, or Rule 506 of Regulation D, or Section 4(a)(5) of the 1933 act. A short summary of these exemptions is as follows:

  • Rule 504 provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1 million of their securities in any 12-month period. Unless the securities are registered in one or more states requiring a substantive disclosure document, or are sold under state law permitting general solicitation to accredited investors, the exemption does not allow companies to solicit or advertise their securities to the public and purchasers receive restricted securities, meaning that they may not sell the securities without registration or an applicable exemption.
  • Rule 505 provides an exemption from the registration requirements of the federal securities laws for companies when they offer and sell securities. To qualify for this exemption, a company:
    • Can only offer and sell up to $5 million of its securities in any 12-month period;
    • May sell to an unlimited number of “accredited investors” and up to 35 other persons who do not need to satisfy the sophistication or wealth standards associated with other exemptions;
    • Must inform purchasers that they receive “restricted” securities, meaning that the securities cannot be sold for six months or longer without registering them; and
    • Cannot use general solicitation or advertising to sell the securities.
  • Rule 505 allows companies to decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. However, companies are required to give nonaccredited investors disclosure documents that generally are equivalent to those used in registered offerings, including scaled financial statement information. If a company provides information to accredited investors, it must make this information available to nonaccredited investors as well. The company must also be available to answer questions by prospective purchasers.
  • Rule 506 allows for the raise of an unlimited amount of money. The Rule was recently amended and for a general summary of the changes please see the article “Navigating the Recent Changes to Regulation D Rule 506,” written by Greenberg Traurig Shareholders Rebecca Distefano and Bruce Rosetto. Rule 506 currently contains two distinct exemptions:
  • Under Rule 506(b), a company can be assured it is within the exemption by satisfying the following standards:
  • The company cannot use general solicitation or advertising to market the securities;
  • The company may sell its securities to an unlimited number of “accredited investors” and up to 35 other purchases. Unlike Rule 505, all nonaccredited investors, either alone or with a purchaser representative, must be sophisticated—they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;
  • Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. However, companies must give nonaccredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to nonaccredited investors as well;
  • The company must be available to answer questions by prospective purchasers; and
  • Financial statement requirements are the same as for Rule 505.
  • Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering if:
  • The investors in the offering are all accredited investors; and
  • The company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports, and the like, or obtaining third-party verification of the investor’s status.

Section 4(a)(5) exempts from registration offers and sales of securities to accredited investors when the total offering price is less than $5 million and no public solicitation or advertising is made. Note, however, that this section is not commonly used as a stand-alone exemption, as much of this statutory exemption generally fits under the exemptions of Regulation D that are described above.

In addition, the Form D requires listing certain detailed information with respect to the issuer and the offering, and the filed forms are then available for public viewing on the SEC’s website. The form must be filed within 15 days after the first sale of securities in the offering, which is the date on which the first investor is irrevocably contractually committed to invest. Since the form is a filing with respect to federal law, counsel should be consulted regarding state law requirements (so called blue sky laws). Securities sold under Rule 506 are “covered securities” under the Securities Act of 1933, and under federal preemption standards, the states may not perform a substantive review of an offering and are limited to obtaining a copy of the Form D filed federally together with a fee and a consent to service.  Rule 504 and Rule 505, and Section 4(a)(5), are not covered securities and compliance with state securities law is required.


As discussed in this summary, there are very specific restrictions involved in the exemptions that permit a company to file a Form D and thereby sell exempt securities. With an international presence consisting of attorneys around the globe, Greenberg Traurig is uniquely situated to advise our clients on matters relating to raising capital raises and the issuance of securities.

USCIS Proposes International Entrepreneur Rule to Spur Innovation and Job Creation

Posted in Global, Government Law and Policy, Homeland Security, Immigration

While the EB-5 visa has proven popular with a number of Israeli investors who have obtained a green card using the EB-5 program, options U.S. immigration visas for Israeli entrepreneurs who do not qualify for the EB-5 visa remain limited. The following post, originally published on the Inside Business Immigration blog and written by Matthew Virkstis, a Practice Group Attorney in Greenberg Traurig’s Business Immigration & Compliance Practice, sheds light on a propose USCIS rule which may, when finalized broaden the options for such individuals.

On Aug. 26, 2016, U.S. Citizenship and Immigration Services (USCIS) announced a notice of proposed rulemaking for an International Entrepreneur Rule, and provided an advance version of the proposed rule for public review.

According to an announcement from USCIS, the proposed rule will allow the Department of Homeland Security (DHS) to exercise discretion, on a case-by-case basis, to provide parole for foreign entrepreneurs who are directing the development of a startup business entity in the United States and whose involvement in the startup would provide a significant public benefit.  USCIS proposes to amend its regulations in connection with Section 212(d)(5) of the INA to provide a “transparent framework” for the exercise of agency discretion and the case-by-case adjudication of parole requests for start-up entrepreneurs.

In order to be considered for parole under the proposed rule, an immigrant entrepreneur would be required to:

  • Own at least 15 percent of the startup and be actively involved in its operation
  • Have formed the business in the United States within the previous three years.

The entrepreneur must also demonstrate that his or her business the potential for job creation and growth by showing:

  • Investment of a minimum of $345,000 from qualified U.S. investors with success in prior investments
  • The receipt of grants or awards from federal, state, or local government entities.

The proposed rule also provides flexibility for an entrepreneur who may only partially satisfy one or both of the above criteria, by permitting the entrepreneur to provide evidence of the start-up’s potential for growth and job creation.

Under the proposed rule, a qualifying entrepreneur may receive parole for a two-year period, and may be eligible for renewal based upon the success of the start-up.

When finalized, the proposed rule may hold potential for Israeli nationals who find themselves caught in current U.S. immigrant visa backlogs, or with limited immigrant visa options, given the close of the 2016 H1-B lottery and the still-pending reciprocal Israeli E-2 visa legislation.  Further analysis of the proposed rule may also illuminate potential opportunities for Israeli EB-5 investors who are awaiting the availability of a visa number.

Upon publication of the rule in the Federal Register, the public will have 45 days during which to provide comment on the rule.

As we review the text of the proposed rule thoroughly, we will provide additional insights and discussion about the potential opportunities it could present to immigrants in different contexts.