Gellis Obrasky regularly advises clients regarding the formation of, investment in, and investments and dispositions by, private equity funds.

We have extensive experience in representing sponsors in the formation of real estate funds, leverage buyout funds and secondary funds. As part of such fund formations we heavily rely on both our tax structuring abilities and our experience in negotiating with investors in private equity funds.

We draft and negotiate on behalf of our clients the transaction documents, including

• Limited partnership agreements
• Co-investment Agreements
• Side letters with key investors
  
• Operating agreements

In connection with private equity transactions our services also include

• Applicable securities law advice
• Tax structuring
• Regulatory advice
  
• Relevant filings with governmental offices, if applicable

Gellis Obrasky assists investors and start-up companies in every stage of venture capital financing, from seed investment to exit. We have experience in a broad range of transactions involving hi-tech, life-sciences (including pharmaceutical and bio-tech companies), clean tech, software and new media.

We draft and negotiate on behalf of our clients the transaction documents, including

• Stock/share purchase agreements
• Voting agreements, right of first refusal and co-sale agreements and investors’ rights agreements
• Convertible loan agreements
• Promissory notes and warrants
• Organizational documents, such as certificate of incorporation, articles of associations, by-laws and shareholders’ agreements
  
• Employees’ incentive and share option programs (ESOP)

In connection with venture capital transactions our services also include

• Legal and tax due diligence
• Deal structuring
• Tax advice
• Regulatory advice
  
• Filings with governmental offices

Gellis Obrasky represents buyers, sellers and target companies in local and cross-border Merger and Acquisition (M&A) transactions. We draft and negotiate on behalf of our clients the transaction documents, including

• Plans of merger
• Share/stock purchase agreements
• Asset purchase agreements and asset transfer agreements
• Financing documents, such as credit agreements, loan agreements and promissory notes
• Organizational documents, such as certificate of incorporations, articles of associations, by-laws and shareholders’ agreements
  
• Employees’ incentive and share option programs (ESOP)

In connection with M&A transactions our services also include

• Legal and tax due diligence
• Deal structuring
• Tax advice
• Regulatory advice
  
• Filings with governmental offices

Gellis Obrasky routinely engages in international tax structuring and tax planning. Some of the tax structures we devise include

• Indirect Israeli investments in Switzerland through a Luxembourg holding company
  
• Investments in US real estate by non-US entities and individuals through domestically controlled REITs

Gellis Obrasky advises real estate entrepreneurs and institutional investors in international acquisitions of real estate. We draft and negotiate on behalf of our clients the transaction documents, including

• Purchase and sale agreement and real property sale agreements
• Lease agreements
  
• Financing agreements

In connection with international real estate acquisitions our services also include

• Conduct of legal and tax due diligence
• Structuring
• Tax Advice
• Regulatory Advice
  
• Filings with governmental offices

Due to our well established network, particularly in German speaking countries and in the United States, we also assist our clients in sourcing and structuring real estate deals.

Gellis Obrasky provides assistance to its clients in all legal aspects of banking and finance. We represent both domestic and foreign financial institutions in a wide-ranging variety of transactions. We draft and negotiate financing agreements on behalf of our clients and provide assistance in perfecting finance transactions, including

• Loan and facility agreements
• Pledge, security and debenture Agreements
• Regulatory advice
  
• Filings with relevant authorities

Gellis Obrasky advises clients regarding the formation of investment funds, including hedge funds, managed accounts and registered funds. Such fund formation work often involves intricate international tax structuring, and to the extent that our clients wish to form Israeli-managed funds with non-Israeli investors we have to apply for “pre-rulings” from the Israeli tax authorities with regard to the taxation of non-Israeli fund investors. We draft the transaction documents, including

• Limited partnership agreements
• Offering memorandum
• Subscription agreements
• Side letters with key investors
• Articles of association
  
• Placement agency agreements

In connection with hedge fund formation our services also include

• Applicable securities law advice
• Tax structuring
• Regulatory advice
  
• Relevant filings with governmental offices, if applicable

In addition to our fund formation work, we are asked by clients to review, and, if relevant, to negotiate, offering materials and constitutive documents of funds in which our clients would like to invest.

Gellis Obrasky accompanies its clients in their ongoing business in Israel and abroad. We draft and negotiate on behalf of our clients a wide range of commercial agreements, including

• Distribution, supply and agency agreements
• Maintenance and service agreements
• License and OEM agreements
• IP-transfer agreements
• Joint venture and consortium agreements
• Lease agreements
• Research and development (R&D) agreements
  
• Consulting agreements

Gellis Obrasky assists its clients in the incorporation of companies in Israel, USA and Switzerland. Furthermore, we accompany our clients in their ongoing business, provide corporate housekeeping services and advise the boards of directors on corporate governance matters.

Gellis Obrasky provides assistance in a wide range of regulatory matters. We advise our foreign clients on business practices in Israel and provide them practical assistance in liaising with governmental offices, regulatory bodies and local authorities.

Gellis Obrasky offers to its clients estate planning services and provides assistance to its foreign clients in cross-border inheritance and estate matters, including

• Representation of clients in inheritance matters before the Israeli Registrar of Inheritance Matters and Family Courts
• Recognition and enforcement of foreign probate orders
  
• Assumption of executor functions