Israel Desks - February 2020 Edition

24 Final Words from the Wise To close M&A transactions in 2020, whether high-tech or other, there are some words from the wise from Israel’s brightest. “GCs are not looking for a lawyer who can only tell them what the law allows or prohibits, but they want someone who understands their business objectives and can help achieve them, grasping what the law allows and what local industry standards are,” adds Kiernan . "I think that clients expect exactly their legal counsel to step up their game, to be able to advise them on all issues as opposed to cover part of the transaction. You want your counsel to be on point, to be just as sophisticated as the other side, as much as your bankers. Obviously on the higher stake transactions, the targets or the buyers, they don't want to be your first or second transaction in the field. They want to know that your firm has done that 60,000 times before and that you have the right expertise to bring to the table as opposed to learning the subject matter as you go along." “The GC of a target ordinarily desires to reach a successful closing with minimumdisruption to the business. The period between signing and closing is delicate, as there are a number of constituents that require attention, such as employees, customers, suppliers and governmental authorities. An M&A attorney working with a GC must be sensitive to these issues. While performing his job as counsel for the seller, he or she must realize that the transaction will not succeed without management's support and that the interests of management must be protected,” adds Toledano . Turgel points out: “I think that a lot of these companies need to make sure that they get the right legal advice very early on, particularly if they're in a regulated sector, where there is a need to approach the regulators in a smart way. A number of these more complex transactions often have a long regulatory approval process with the need to navigate through multiple regulators and stakeholders.” “GCs should mainly be concerned with their company’s preparedness from a legal perspective,” adds Hai . “IP and data protection, employees, material contracts and soon–aswell as thedisclosureprocess in thedeal,a key factor in M&A, especially private M&A, and the more the company is prepared both technically and substantially, the less exposure the sellers and management have as part of the deal. This is why it is important to protect the company and keep records not only before the M&A process starts but as an ongoing matter, this helps to create value, and minimize exposures on a sale.”