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ESTABLISHING A BUSINESS IN ISRAEL IN 2018 – WHAT TO EXPECT

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ESTABLISHING A BUSINESS IN ISRAEL IN 2018 – WHAT TO EXPECT

By Simon Weintraub and Adrian Daniels

Introduction:

Adrian Daniels

Adrian Daniels

Establishing a business in Israel is a relatively simple and straightforward process. When setting up a business, there are generally three types of legal structures to consider, namely a company (subsidiary), a foreign branch or a partnership. There are no residency or nationality requirements to establish or even maintain any of the above legal structures. Moreover, with the exception of a limited number of strategic industries (such as banking, insurance, and defense), there is little government intervention or limits on foreign control and investment.

The structures and mechanisms of Israeli business entities will be familiar to anyone with experience in other Common Law based systems in North America or in Europe. Israeli corporate law has it origins from the English Companies Act and over time, has been modified to take into account modern corporate law developments, principally in the United States. Israeli corporate law is strongly supported by a robust and specialised court system which routinely adjudicates complicated points of law and also enforces foreign judgments as a matter of routine.

  1. Company (subsidiary):

An Israeli company, like many of its international counterparts is a separate and distinct legal entity from its shareholders. Companies in Israel are overseen by a board of directors who have certain duties of care and loyalty to the Company, and are managed by their executive officers who are subordinate to the board of directors.  The shareholders of an Israeli company, who have limited liability limited solely to their shares, elect the members of the board.  The corporate veil between the company and its shareholder may only be pierced in extreme situations such as fraud. A company is subject to taxation for both earnings on the corporate level and for any dividends or other distributions on the shareholder level.

From a practical perspective, setting up a company is relatively simple. The Israeli Registrar of Companies (the “Registrar”), the government body responsible for the incorporation of corporate entities, allows a company’s local legal counsel to electronically file incorporation documents, along with satisfying ongoing reporting obligations.

The incorporation of a company requires the filing of the company’s initial articles of association and other incorporation documents with the Registrar. This process can be completed digitally by the company’s counsel and typically is completed within a few days. Once incorporated, companies are subject to various corporate governance requirements. These include the appointment of auditors, ongoing Registrar reporting obligations and minimum shareholder and board meetings (unanimous written consents in lieu of meetings are permitted).

  1. Foreign Branch:
Simon Weintraub

Simon Weintraub

A foreign corporation that seeks to conduct business in Israel must register with the Registrar as a Foreign Company. A Foreign Company does not constitute a separate legal entity distinct from the overseas entity. The registration process typically can be completed within a couple of weeks and consists of submitting various corporate documents of the original entity to the Registrar and executing a power of attorney in favour of a person regularly residing in Israel, authorising him or her to act in its name and accept judicial documents and notices on its behalf.

It should be noted that since a Foreign Branch is considered part of the same legal entity as the overseas entity which set it up, there often are bureaucratic hoops through which the overseas entity must jump upon incorporation and even in its on-going business. Examples of this may include the provision of board resolutions (and sometimes shareholder resolutions) of the overseas entity authorising actions that need to be taken, as well as delivery of other corporate documents and certifications of the overseas entity. By way of example, Israeli banks often require original or certified original copies of resolutions approving the setting up of a bank account. Furthermore, local lawyers are often required to certify such requirements and are unable to do so for foreign entities which require further complications and costs.

III. Partnership:

Israeli law provides for only two types of partnerships: (i) general partnerships and (ii) limited partnerships. In a general partnership, each partner is jointly and severally liable for the acts of his or her partner, while a limited partnership consists of at least one general partner with unlimited liability and limited partners with limited liability restricted to their capital contributions to the partnership. Partnerships are separate and distinct legal entities, which are regarded as pass-through entities for tax purposes.

Both general and limited partnerships must register with the Israeli Registrar of Partnerships (“Registrar of Partnerships”), a process which can take several days. The registration process requires, inter alia, the filing of the identity of the partners and, in the case of a limited partnership, the partnership agreement and the partners’ capital contributions.

It is important to be aware that filings with the Registrar and Registrar of Partnerships are publically disclosed. Consequently, information such as the identity of directors and shareholders, or the identity of partners, is publically available. It should be noted that most such public filings are declarative in nature and therefore the public database cannot be relied upon for example to prove the legal shareholders of a company as many companies are not up to date in their filings.  

Regulatory Environment: 

Among recent regulatory developments, two new legislative reforms are likely to have a significant impact on foreign businesses operating in Israel in 2018:

  1. Restrictive Trade Practices Law, 5748-1988 (the “Restrictive Trade Practices Law”): A recently proposed amendment to the Restrictive Trade Practices Law contains far reaching reforms in Israeli antitrust and competition law, which while extending the reach of the law, are also intended to streamline the current processes.

The amendment contains three central reforms. Firstly, while currently for a foreign corporation or partnership to fall within the merger control regime, the foreign entity must satisfy a jurisdictional nexus requirement (such as holding a significant position in an Israeli company), the proposed legislation abolishes this requirement. Under the proposed amendment, foreign entities are subjected to the merger control regime solely based on the same market share and turnover thresholds applicable to Israeli entities. Secondly, the proposed amendment would replace the current NIS 150 million combined turnover threshold for being subject to the provisions of the Law with an increased NIS 360 million threshold. Lastly, the amendment seeks to streamline the review process of restrictive arrangements. Presently, the Israel Antitrust Authority has 90 days to review an application for an exemption of a restrictive arrangement. The proposed amendment would expedite this process by reducing the review period to 30 days, with a total cap of 120 days on any additional extensions.

  1. Financial Services Supervision (Regulated Financial Services) Law, 5776-2016 (the “Financial Services Law”): This newly enacted law imposes a mandatory licensing requirement and regulatory regime on various non-institutional financial services providers such as lending institutions which are not banks. The Financial Services Law applies to two classes of financial services: financial asset services and the extension of credit. Financial asset services include the exchange and management of cash, checks, promissory notes and virtual currency. While the extension of credit includes the provision of loans, guarantees and other credit facilities. In addition to licensing requirements, financial service providers are subject to ongoing regulation including corporate governance requirements and restrictions on corporate control and dispositions of equity. The Financial Services Law exempts many types of financial institutions such as banks and insurance companies but unfortunately did not provide exemptions for foreign entities. There are draft regulations currently proposed to extend this law to foreign entities, however such draft regulations have not yet been formally adopted. The ramifications of this law currently impact on the ability of foreign financial institutions to loan money to projects in Israel without obtaining a license.

Investment Issues and Pitfalls:

A foreign entity or individual investing in Israel for the first time is likely to find the transaction documentation familiar and readily comprehensible.  Investment documents are frequently drafted in English and follow international trends and practices, and in some sectors, particularly the technology sector, companies are run with a view to foreign investment and, therefore, most if not all corporate and commercial documents from inception are drafted in the English language. Further, Israeli law provides for favorable tax treatment of foreign investors.

Typically, the more sophisticated venture capital type investments involve three principal documents, a share purchase agreement, articles of association, and an investor rights agreement. The Share Purchase agreement will include the commercial terms of the investment, the representations and warranties of the parties, and any post closing covenants. The articles of association, which are the central organisational document of a company, will contain the various shareholder rights and preferences and include a description of the rights of the shares as well as the relationship between the shareholders.  Typical provisions include dividend and liquidation preferences, anti-dilution protection, board composition provisions, and veto rights. The Investor Rights Agreement typically includes financial and information rights, as well as United States style share registration rights.

Two potential pitfalls are of particular importance when investing in an Israeli business. The first relates to the Israel Innovation Authority (formerly the Office of the Chief Scientist) (the “IIA”). The IIA is a governmental body charged with providing financial support to private sector entrepreneurs for research and development activities. Many Israeli companies take advantage of this source of funding.

The IIA generally finances the recipient company’s activities through the providing of government-grants, which become repayable by way of royalty payments from future sales, if any, using the funded technology. These grants are attractive to companies since they are only repaid through future sales, if any, and the investment does not dilute the shareholdings of the company.  While the receipt of such funding does not limit the amount of foreign investment a company can raise, it does, however, subject it to certain sale or technology transfer restrictions which have important implications for technology related transactions between Israeli and non-Israeli entities. Know-how developed under research and development programs funded by the IIA, as well as manufacturing activities, are subject to certain restrictions on their export outside of Israel including the ability to manufacture outside of Israel. Overseas transfers of know-how, which include both outright transfers of ownership and out-licensing arrangements, are subject to IIA approval and payment of a “transfer fee.” which in some cases can be up to six time the amount of the original grant. Similarly, the export of manufacturing activities requires IIA approval and payment of increased royalties. Accordingly, part of any due diligence process conducted by a potential foreign investor, should include questions regarding possible IIA funding and a thorough review of such funding where it exists.

A second potential pitfall foreign investors should be cognizant of is their tax liability when selling stock in Israeli companies. The Israeli Income Tax Ordinance grants non-Israeli resident individuals and entities a broad exemption from capital gains tax upon the sale of securities in Israeli and Israeli-related companies. Unless an investor formally applies for this exemption from the Israeli Tax Authority, there is an obligation to withhold tax even for a foreign entity upon the sale of securities. While obtaining the exemption is relatively straightforward, the process can be lengthy and costly. 

Israel has a strong corporate governance regime along with well-established rule of law and an independent and effective court system. Israeli companies are, therefore, well respected internationally, with many listed on leading foreign exchanges. Israeli companies are also subject to favourable tax rates and although tax rates may soon fall in the US, Israel may follow suit. Further, Israeli investment transactions follow international trends and practices, allowing for relatively seamless transitions into the Israeli market. While setting up an Israeli business is rather familiar for investors coming from most Western countries, there are certainly issues that arise which are unique to Israel and it is, therefore, important to seek competent local legal, tax and accounting advisors when commencing operations in Israel.

The authors of this article, Simon Weintraub and Adrian Daniels, are partners in the International Department of the Israeli law firm Yigal Arnon & Co. Simon and Adrian specialise in representing interests of foreign companies in Israel foreign funds and individuals who invest in Israeli companies.

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Reconnecting the retail brain: learning from the octopus

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Reconnecting the retail brain: learning from the octopus 1

By John Malpass, Retail Consultancy Practice Lead at Teradata

An octopus has nine brains: one for each tentacle and plus one at the centre. Each tentacle can react super-fast to local stimuli to grab opportunity, hide or defend itself and the wider body. Many of these reactions are instinctive. But the central brain is essential, monitoring and analysing information from across the organism, and taking crucial decisions that ensure survival.  It controls the whole body, makes strategic decisions, and ensures coordinated action by all the tentacles. The octopus’ seemingly miraculous speed, shape-shifting and camouflage capabilities, controlled by its central brain, are themselves a useful analogy for the future of retail.

Retailers need to adopt a similar approach leveraging enterprise-wide data and analytics not only to react fast at the edge, sensing and responding to changing customer behaviours and local market dynamics in each individual store, whilst also constantly informing strategic and future-focused decision-making.

As we’ve seen, for too many retailers brain and body have become separate, with data informing discrete projects and engagements but not used to transform entire business processes. Disconnects, friction and manual interventions in processes have all been highlighted in the current crisis, but they have been slowing things down and constraining value delivery for decades. To survive, the retailer of the future will have to become agile and able to respond to rapid and constant change. Just like the octopus, some responses will be automated; analytically enabled, managed and executed, while the central brain co-ordinates activities, thinks ahead, constantly learning and adapting to its environment.

The octopus has evolved over millions of years to develop and adapt its highly sensitive response capability. Retailers have had a few weeks to discover the benefits of a similar approach. Siloed solutions and manual processes cannot cope with the speed and scale needed to survive. As many will have experienced over the last few weeks, simply reporting what has happened can involve huge effort for little reward. Data is an asset, but it must be leveraged to deliver business advantage if it is to be valued. In later blogs I’ll demonstrate how data adds value to specific functions within retail, but for now I’ll share one example of how data can transform a process to create value on the shop floor.

In store bakeries are popular with customers, driving traffic, sales and margin and larger customer baskets. But margin can quickly disappear if too many or too few croissants are baked. One major supermarket, with over 400 in-store bakeries, found it had over 400 different ways of deciding how many items to bake during the day! To reduce waste and increase availability the retailer’s ‘central brain’ built a predictive model using data collected from across the organisation. Running the algorithm for each bakery with local, real-time data on current trading conditions automatically calculates exactly how many croissants bakers should make in each store and when to bake them.  This one algorithm has delivered over 10% in additional sales.

This is the sort of transformation that retailers must embrace – not only knowing what customers in each store want but acting on that knowledge by innovating a way to better meet their needs. Growth-orientated retailers tell us they have three strategic priorities: a hyper-personalised, frictionless  customer experience across all channels; more relevant localised and personalised Customer value propositions; and agile, cost efficient operations that respond to the demands of the modern digital economy. All demand reliable, trusted and real-time data at every point. The retailer of the future will run more than 50 million queries per day. That scale of data: every product in every store, every customer through every channel, 24/7, 365 days a year, means that automation is the only way to act at the speed needed to compete.

Automating the routine, while managing exceptions and alerts, creates time and space for more strategic analysis so retailers can switch from firefighting to scenario planning and simulation. This literal mind-shift opens the door to more strategic and forward-looking analytics and the use of big data to create new added value activities. Using data to define tomorrow’s opportunities and strategise the best next steps will build an agile business capable of responding to the demands of the modern digital market.

The global pandemic has been a harsh wake-up call for many in retail. Creaking systems, siloed and hard to reach data, and intensive manual processes have all been strained to breaking point. Those that were already set up and using enterprise-wide analytics will have fared better, but even those who have not taken the first steps should now see the urgent need to use data to transform their businesses. Luckily, evolution in retail does not need millions of years, and in the next few weeks I’ll outline how individual roles and functions can rapidly use data to change the way they do business. And you don’t need nine brains to do it.

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The rise of nomadic work: how to turn your remote team into a creative force

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The rise of nomadic work: how to turn your remote team into a creative force 2

By Paige Erickson, EMEA MD, Workfront

During the first stage of the lockdown in the spring, almost half of Brits worked remotely, causing businesses to completely rethink their working structures. Employees too have re-examined the traditional working day and now as many as 72 per cent of UK employees want to continue working from home, at least part-time. They state that working remotely helps them increase productivity and offers a better work-life balance. This sentiment from workers coupled with strong financial motivation for companies to continue to support distributed workforces, it seems unlikely we’ll ever return to the office in exactly the same form as before Covid-19.

In fact, for many, the office nine-to-five is already in the past. Instead, the pandemic has accelerated the trend of “nomadic work”, where a healthy percentage of employees can work from absolutely anywhere. This helps workers find the balance that works for them, whether that’s sometimes in the office, a couple of days from home or even working while travelling.

Covid-19 has proved that where we work isn’t as important as we thought. Instead it is how we work, and the outcome of that work, that’s critical.

A moment of shock-change for business

The pandemic has thrown companies into a moment of shock-change, as they have had to determine nearly overnight how to support a now-remote workforce. How, when and where we work changed, making maintaining productivity on the right work in this new environment incredibly difficult.

Realigning on what it means to be productive – and how to measure that productivity – is now essential for companies. The notion of a structured, on-premisis workday where activity could be observed and continually calibrated is a thing of the past. And yet, in order to navigate the current and future state to positive business outcomes, this new distributed workforce must function as an interdependent web that consistently generates not just output, but focused and strategic outcomes.

We need more than just communication tools

For some businesses the move to remote working was a new concept, and they experienced a sudden, greater dependency on technologies they had not typically used before. Zoom, Teams and Slack have become defining tools amid the pandemic, with many individuals using them both to continue business operations and socialise with colleagues they otherwise could not see physically. It was a fast and simple way to connect colleagues who were suddenly working in isolation.

When the pandemic struck, the question most leaders focused on was simply: “how do we keep everyone talking?” And while that was an important first step, the fact that the workforce could communicate didn’t necessarily mean they had the support they needed to engage fully in the right work.

Strategic work needs more than just communication, it requires constant connection between the day-to-day work (wherever it happens), and the prioritised objectives of the business.

Paige Erickson,

Paige Erickson,

Keep working towards the same outcome

Present and future work requires that companies meet employees where they are, with the right processes and technologies to support them in becoming, and staying, engaged with both each other, and on work aligned to strategic objectives.

Collaboration technologies have seen a huge surge in uptake as leaders look for ways to keep their newly nomadic workforce productive. And while most collaboration tools can help teams coordinate and complete tasks and projects, without broader connectivity to systems, teams and departments across the rest of the business their impact is limited.

Tasks and projects themselves do not exist on islands. They require budget and personnel data from financial and human capital management systems to properly allocate and manage resources. Many projects require compliance oversight from legal and regulatory departments. Work also happens in specialised applications such as Jira, ServiceNow and Adobe.

Unless collaboration tools can integrate with the data, and processes happening in those and other applications, work stays siloed, and employees and leaders have limited context and visibility into why and how work is – or is not – progressing toward the right outcomes.

Work management engages your team, wherever they are

Work management practices and platforms are fundamentally different to collaboration applications. Instead of focusing solely on connecting people and teams, they are designed to connect strategy to delivery. This shift in approach absolutely requires that nomadic workers are outfitted with the right communication and collaboration support, and then goes several steps further.

Enterprise work management platforms also integrate work and data across people, systems and departments, providing context and connection for frontline workers, and visibility and navigation for leaders. Wherever they’re working, each person has what they need to do their best work, and the assurance that their work is making an essential contribution to a larger whole.   

Harness the creative spark of your nomadic workforce

The pandemic meant businesses had to take a deep look at the way they work and operate to support their workforce from home. Now that we know nomadic working is here to stay, organisations must think beyond just the digital systems they need to get staff talking. It’s time to rethink the best way to build a truly nomadic working structure for your enterprise.

We’re in a time of workplace transition. ERP systems previously transformed how enterprises manage corporate resources and CRM solutions helped businesses find value in customer data. Now, work management platforms are set to transform how companies manage work — including nomadic workers — to become creative forces and give enterprises a competitive advantage.

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Consumers in the COVID era can learn to embrace strong customer authentication

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Consumers in the COVID era can learn to embrace strong customer authentication 3

By Ed Whitehead, Signifyd managing director, EMEA

The changes that COVID-19 has caused in rapid succession make it hard to slow down and think about just how to approach the retail and payments landscape and a world that will never be the same.

But it is important for retailers and financial institutions to take a breath, think about where consumers are headed and come up with a strategy to take your enterprises there in time to meet them when they arrive. Granted, all this is going on in the midst of great disruption in the world of online payments.

First, ecommerce sales have accelerated at an unprecedented rate. When the World Health Organisation in March declared a global pandemic and government began ordering non-essential stores closed, consumers turned to online shopping for necessities and nice-to-have items.

Ecommerce sales in Europe peaked at 70% year-over-year at the height of online buying during the pandemic, according to Signifyd Ecommerce Pulse data. With non-essential stores reopening and with consumers less inclined to stockpile, online buying has cooled, but ecommerce spending in September remained at double their year-ago figures in some key verticals, according to Signifyd Ecommerce Pulse data.

That shift was unforeseen before the pandemic hit. But another disruption was long-anticipated and human-made. By the end of the year in most of Europe, merchants and banks will be required to adhere to the payment regulation known as PSD2 and it’s requirement for Strong Customer Authentication.

And while the UK has pushed enforcement of the regulations into 2021, the earlier enforcement deadline will apply to UK merchants who want to sell into the rest of Europe.

Interestingly enough, most of the worry over SCA has focused on whether merchants were ready for the change. But financial institutions also have work to do to prepare for SCA, both to serve their consumer account holders and to process transactions from their commercial customers, such as retailers. And while conventional wisdom has dictated that financial institutions are in a better position to offer SCA than are many retailers, a recent survey by Signifyd indicates that assessment might be overly sanguine.

Survey shows financial institutions need to reach out to customers

The September survey of 1,500 UK consumers found that 41% of respondents had encountered extra steps and complications while accessing their banking accounts in the past year. More than 37% said they had been unable to complete a financial transaction in the past year due to new security factors and 46.5% said they were very or somewhat likely to give up on a transaction that requires two-factor authentication.

Not very heartening results for institutions facing a requirement that customers be authenticated by two of three factors:

  • Something the customer has (such as device ID).
  • Something the customer knows (such as a one-time password).
  • Something the customer is (such as a fingerprint or other biometric trait).

Part of the problem could be customer education and communication — or the lack of it. According to the September survey, 74.3% of consumers said they were either not entirely sure how SCA will affect them (34.3%) or that they were not at all aware of SCA and how it will change transactions (39.1%).

These worrisome findings actually point to an opportunity for financial institutions and retailers. JP Morgan notes that with ecommerce sales rising so dramatically, an increasing number of consumers are becoming familiar with two-factor authentication.

Signifyd’s own data shows a sharp increase in the number of online shoppers who had never or rarely shopped online before. The number of new customers buying from merchants on Signifyd’s Commerce Network, for instance, more than doubled in May, compared to pre-pandemic figures. (Signifyd defines a new online shopper as a customer who has not made a purchase from the more than 10,000 merchants on its global network for at least a year.)

The increase in the number of new shoppers arriving online has slowed, but it is still well above a-year-ago figures. And about half the new users trying online shopping return for multiple purchases within 30 days, indicating they are developing new digital habits.

That means banks and merchants have an opportunity to help these new consumers become accustomed to security safeguards like SCA even as they are getting used to shopping online in general. When done right, this early consumer education will ensure that these new shoppers and bank customers will be comfortable with SCA, given that it’s the way they’ve shopped and banked online since the beginning.

New online customers create new opportunities for merchants and financial institutions

Ed Whitehead

Ed Whitehead

So, online transactions are exploding. Consumers who eschewed ecommerce shopping before are becoming regular online shoppers. All good news. But what should retailers and financial institutions be doing to take advantage of the good news — and to make sure that those new online users become loyal customers.

Getting customers comfortable with transacting in the SCA era, of course, is just the beginning. Retailers and bankers want customers to be delighted with their online experience, a standard that is a few notches above “comfort.”

SCA requirements present an opportunity for retailers to fortify their fraud protection with state-of-the-art, machine-learning systems that will provide a better customer experience today and position them to accommodate future changes to payments regulations.

The trick will be to offer a friction-free customer experience while still protecting the enterprise — a feat that will require merchants and financial institutions to look at state-of-the-art technology to power their SCA systems. Consultancy CMSPI predicted that merchants could lose £108.1 billion in annual sales because of new SCA rules.

CMSPI says the new 3D-Secure version 2.0 that provides the infrastructure for SCA transactions will kill 35% of transactions because of technical problems, declined orders and delays that frustrate customers.

But that assumes retailers don’t turn to innovative solutions that improve the performance of 3D-Secure-powered payments systems. The tools are out there as technology companies have been developing solutions to streamline SCA and make the process far more efficient.

Long-term steps for building loyalty among existing and new customers alike

The pandemic and its disruption feel like they will never end. But they will. Retailers will want to be in a position to build on the relationships they’ve initiated with customers before and during the lockdowns and social distancing.

Some of that will be redoubling efforts they’ve made all along. They’ll want to build flawless online experiences. They’ll want to provide intuitive navigation and enhance the customer experience with engaging content, precise personalisation, invaluable customer support, seamless checkout and instant order confirmation.

Beyond that, it will be important that financial institutions and retailers to clearly communicate with their customers so that they know the rationale for SCA and understand that it protects all parties involved in a transaction.

Automated systems can help with many of the initiatives that lead to improved customer experience. AI-powered content management systems, personalization engines and automated inventory control can advance discovery and fulfillment performance. Fraud and automated order management systems that instantly determine the most efficient way to comply with SCA requirements can speed checkout and reduce the chance of cart abandonment.

No question, the COVID-induced upheaval can make planning for the future seem a little overwhelming at times. But retailers that find the mental space to plot the future step-by-step will find themselves in a strong position today and in the post-pandemic future that we all look forward to.

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