A cross-border acquisition can transfer shares while leaving an essential contract, permission or operational dependency unresolved. The buyer may have paid for a business that cannot yet operate as planned, and the seller may remain exposed to an obligation it expected to leave behind.
Our firm advises on transactions involving Israeli businesses, from legal due diligence and structure to negotiation, closing and related disputes. The seven transactions below illustrate different acquisition settings. They include business and share acquisitions, rather than one uniform statutory merger mechanism. The legal lessons concern a proposed transaction; they are not claims that these companies faced the particular defects described.
The BCG analysis discusses execution in cross-border deals. The legal task for a particular client is to connect the proposed purchase to the rights, conditions and decisions needed for that transaction.
1. Teva and Allergan’s global generics business: define the purchased perimeter
Allergan announced completion of the divestiture of its global generic pharmaceuticals business to Teva in August 2016. Acquiring a business division raises a different set of questions from acquiring the seller as a whole.
Our firm reviews the proposed asset, entity and contractual perimeter. We identify what is included, what remains with the seller and which dependencies require a transition or separate agreement.
In a regulated business, permissions and operating arrangements need transaction-specific analysis with relevant specialist advice. The documents should address required conditions and responsibility for obtaining them, rather than assume that a signed purchase agreement transfers every permission.
Our work on commercial agreements and cross-border structuring includes negotiating the commercial documents that support the purchase. For supply arrangements, the UpFreights resource offers logistics context; legal continuity depends on the actual contracts and required consents.
A client decision may be whether to proceed with a dependency unresolved, make resolution a closing condition or negotiate another structure. That decision should follow an explanation of the risk and available protection.
2. Check Point and Avanan: connect technology to the rights being acquired
Check Point announced its agreement to acquire cloud-email security business Avanan in August 2021. Its later 2021 announcement described Avanan as acquired. Avanan provided cloud email and collaboration security technology, making the transaction a useful setting for discussing technology diligence.
Our firm reviews ownership and use rights in the technology relevant to the transaction. We assess founder, employee and contractor arrangements, third-party components and customer commitments where they affect the proposed acquisition.
The legal question is not simply whether a product works. It is whether the buyer will have the rights needed for the intended use, integration and commercialization, and what limits remain.
We negotiate warranties, disclosure, closing conditions and recourse that address the identified ownership or use restriction. If an ownership or performance issue becomes disputed, legal correspondence and demand letters may support a defined legal position and request before further action is chosen.
3. PepsiCo and SodaStream: distinguish ownership from integration decisions
PepsiCo announced completion of its SodaStream acquisition in December 2018, acquiring all outstanding shares. A share purchase can bring an operating business into a group while leaving its existing legal relationships important to continued performance.
Our firm assesses material customer, supplier, distribution and manufacturing arrangements and any change-of-control conditions. We review what the proposed integration would require rather than assume that new ownership permits every operational change.
Brand and intellectual-property rights may also involve territorial limits, licenses or third-party commitments. The buyer needs to understand those terms before relying on a wider distribution plan.
Where obligations or transaction terms are contested, our commercial collaborations and licensing structures work includes assessing the supported claim and available response. We distinguish a performance dispute from a supported breach claim and assess the remedy the client can pursue.
4. Wix and DeviantArt: examine the platform’s existing commitments
Wix announced its acquisition of DeviantArt in February 2017. Its announcement described plans for DeviantArt to retain its brand and community. Platform acquisitions can therefore involve choices about continuity as well as integration.
Our firm reviews the contractual rights relevant to a proposed platform transaction, including customer terms, licenses, data arrangements and development obligations. We assess whether proposed changes require notices, consent or revised agreements.
A buyer should distinguish an intended product migration from a contractual entitlement to carry it out. A public product plan does not by itself settle the rights of users, contributors or commercial partners.
We negotiate transition responsibilities and the treatment of known limitations. Corporate structure and authority also matter, including any corporate formation and governance planning in Israel required for the proposed local arrangement.
Where documents or rights are incomplete, we explain the consequence and negotiate a specific cure, closing condition or allocation of the remaining exposure. A warranty claim and permission to operate address different needs.
5. Intel and Mobileye: separate announced plans from completed legal steps
Intel announced completion of its tender offer for Mobileye in August 2017. That announcement also described a subsequent offering period and plans for a combined organization headquartered in Israel.
For a proposed acquisition, our firm distinguishes the steps already taken from those still required. Tender acceptance, closing, minority interests, organizational changes and later integration may involve different documents and timing.
We assess governance and authority during the transition, including who may approve operational decisions and how agreed protections will work. The right structure depends on the transaction, not a general preference for autonomy or full absorption.
The NBER working paper provides broader academic analysis of cross-border M&A. Deal-completion statistics do not predict the outcome, regulatory requirements or integration success of the client’s own transaction.
Where sensitive technology, data or regulated activity is involved, the review should identify relevant specialist questions and required approvals. The review is tied to the technology, parties, territory and proposed use.
6. ICL and Fertiláqua: identify the operating obligations behind expansion
ICL reported completion of its acquisition of Brazilian specialty plant-nutrition business Fertiláqua in January 2021. Its filing stated that closing conditions had been completed and the price included assumed net debt.
Our firm reviews the transaction’s treatment of debt, contracts and operating obligations with the relevant financial and local advisers. An agreed headline price may not describe every liability or payment mechanism the client will accept.
For a business with facilities and products, the legal work may include permits, property, environmental obligations and supply arrangements, as relevant to the actual operations. We coordinate the local or sector advice needed to establish which permissions continue, which require consent and which must be obtained separately.
Outstanding receivables and disputed performance also affect value. Our commercial debt collection and enforcement strategy work can address a supported collection claim separately from the allocation negotiated between buyer and seller.
We negotiate conditions, disclosure, price mechanisms and recourse suitable to the identified exposure. A specific indemnity or retention still requires analysis of its scope and practical enforceability.
7. Google and Waze: make transition arrangements explicit
Google announced that it had closed its acquisition of Waze in June 2013. It stated that the Waze development team would remain in Israel and operate separately for the time being.
A proposed acquisition may similarly need an agreed transition rather than immediate consolidation. Our firm assesses the rights, responsibilities and authority required for the intended arrangement.
We review employment and service arrangements with appropriate specialist input, technology access and continuing commercial obligations. A plan to keep a team in place should be reflected in the relevant legal arrangements where commitments are intended.
If a transaction or integration becomes disputed, crisis management strategy for cross-border disputes may be needed alongside the contractual response. We coordinate the contractual position with accurate communications to staff, customers and relevant authorities.
The practical aim is to turn the approved transition into specific obligations, decision rights and responsibility for continuing performance.
| Transaction | Historical transaction event | Firm work for a proposed deal |
|---|---|---|
| Teva / Allergan generics | Business divestiture completed August 2016 | Purchased perimeter; dependencies and closing conditions |
| Check Point / Avanan | Acquisition announced and reported acquired in 2021 | Technology title; licenses and customer commitments |
| PepsiCo / SodaStream | All outstanding shares acquired December 2018 | Existing commercial arrangements and intended integration |
| Wix / DeviantArt | Acquisition announced February 2017 | Platform commitments and transition responsibilities |
| Intel / Mobileye | Tender offer completed August 2017 | Transaction stages; governance and remaining steps |
| ICL / Fertilaqua | Acquisition completion reported January 2021 | Debt; operating obligations and negotiated allocation |
| Google / Waze | Closed acquisition announced June 2013 | Transition authority; rights and continuing obligations |
Apply the examples to the proposed deal
The Tuck discussion discusses integration, and the Lund University repository paper is another reference on the subject. Our advice addresses the actual purchase, parties and jurisdictions.
Our firm assesses structure, authority, conditions, disclosure and remedies, then negotiates the documents needed to implement the agreed deal. We explain unresolved issues before the client commits.
If bank account restrictions during commercial conflict arise, the banking problem requires separate analysis. Our cross-border IP protection strategy work examines ownership, licensing limits and required consents against the intended transaction.
Get legal support for structure, negotiation and execution
Our firm can advise an Israeli business acquiring abroad or a foreign buyer dealing with an Israeli business, coordinate necessary local advice and represent the client in related commercial disputes.
Use the WhatsApp or email option below to discuss the transaction structure, a due-diligence finding or the terms needed to address a material closing or integration risk.
This article is for general information only and does not constitute legal advice. Laws and their application depend on the facts and jurisdiction and may change. Although we aim to keep this information accurate and current, we do not guarantee that it is complete or up to date. The article may contain omissions or errors. Reading this article does not create an attorney-client relationship with RNC Group. Before making a decision or taking action, seek advice from a qualified lawyer in the relevant jurisdiction.