Oded Har-Even is a corporate partner with the Israeli law firm Zysman Aharoni & Gayer LLP (ZAG); serves as Managing Director of ZAG-S&W; and is counsel to Sullivan & Worcester. Mr. Har-Even’s practice focuses on mergers and acquisitions, debt and equity financing, and securities matters in both domestic and trans-border transactions. He specializes in counseling Israeli companies traded in the U.S. on financings and ongoing corporate governance, disclosure and compliance matters. He has been involved in numerous public offerings of Israeli companies in Wall Street as either counsel to the issuer or the underwriter. Mr. Har-Even is counsel to large Israeli enterprises including Israeli governmental entities. He also guides and assists Israeli start up companies in their various legal needs while establishing presence in the U.S.
Prior to joining the firm, Mr. Har-Even was an associate in the New York office of a leading international firm, where he represented numerous foreign companies in their U.S. securities and corporate transactions. Mr. Har-Even has vast legal and business experience advising Chinese companies in connection with mergers, acquisitions and raising capital in U.S. markets, and has assisted Israeli companies and foreign investors in their China operations and investments. Additionally, he has been involved in various real estate transactions acting on both legal and financial matters. Prior to his arrival to the United States, Mr. Har-Even worked for a leading Israeli law firm. In this Wall Street View, our host spoke with Oded Har-Even, Attorney at ZAG-S&W LLP at the Aegis Capital Corp. Healthcare & Technology Conference 2014 in Las Vegas, NV.
Mr. Har-Even begins with the difficulties and solutions of working with companies that are overseas, but more specifically the ones in Israel, “We act both as lawyers and also as cultural interpreters, so it’s a lot of work, a lot of preparations. You have to change the mindset for companies that are traded on the Tel Aviv Stock Exchange, it’s actually easier, in a way sometimes a certain requirements that are excessive in Tel Aviv Stock Exchange compared to NASDAQ or the SEC rules here, so for them actually coming here is almost like a better life. For those that are not Israeli companies, meaning they have Israeli companies but are incorporated in the US for whatever reason and they are subject to all the executive compensation rules and this is a tough one for many of them because suddenly they have to make so much disclosure about everything.”
He continues by explaining that, “if it’s a foreign private issuer, basically a company incorporated in Israel, then they are not subject to certain rules such as a proxy rules, they’re not subject to the short swing profits rules, they’re not subject to certain disclosures such as executive compensation, instead of a 8k filing they have what’s called a 6k filing but the interpretation of when to file is more liberal.”
Mr. Har-Even explains how being on two different listings works out, “There are two ways here, one way is basically to list in the US in parallel to the listing in Israel and then you list certain shares in only the US a number of shares in the market before the registration statement. The other one is to follow what’s called ADR listing and basically that’s a derivative of the stock shares in Israel and here you can also aggregate. So for example you have many companies that one ADR share in the US represents for example two shares or four shares in Israel, so the price is different a little bit just in terms of their price per unit or stock, but at the end of the day it’s the same sort of the market.” For more information, check out their website at www.zag-sw.com
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