Capital Markets

Overview

A public offering, or listing of securities for trade on a stock exchange, is an important milestone in the life of any company. Securities laws are highly regulated and require in-depth knowledge and constant monitoring of regulatory and other updates. The top-ranked Capital Markets Department at Arnon, Tadmor-Levy has extensive experience in this area.

We have taken part in numerous public offerings on the Tel Aviv Stock Exchange (TASE), and more than 100 issuances of stocks and debentures on the U.S. and European markets. Our additional expertise includes working with dual listings and with innovative structures, such as spin-offs and restructuring. We also have deep knowledge of U.S. securities laws, and experience working with the U.S. Securities and Exchange Commission (SEC).

Issuers, Shareholders and Underwriters

Our Capital Markets Department represents issuers (for example, helping them to draft prospectuses), issuer shareholders (who are offering their shares in the issuance) and underwriters. Our clients are global and are publicly listed in Israel or abroad.

Representing some of the largest companies in Israel, as well as their boards of directors and independent subcommittees of their boards, our team offers comprehensive, ongoing guidance regarding their routine reporting duties, fiduciary and other obligations, communications with the applicable stock market and regulators, and relevant corporate governance and securities laws.

Issuances on Foreign Stock Exchanges

Arnon, Tadmor-Levy has handled many public issuances on foreign stock exchanges. Thanks to our global networking with leading foreign law firms, we are able to provide comprehensive representation tailored to any issue arising in connection with public issuances and the life of a public company after an issuance, in Israel or anywhere in the world. The firm represents clients listed on the TASE, the Nasdaq, the London Stock Exchange’s AIM, and the Australian Securities Exchange (ASX).

Corporate, Derivates and Securities-Related Litigation

The Litigation Department at Arnon, Tadmor-Levy is recognized for its expertise in handling derivatives and securities-related actions. Claims of this kind are becoming increasingly common, as minority shareholders make use of derivative actions to sue third parties on behalf of their company. We have a proven track record in representing both plaintiffs and defendants in complex securities-related litigation, including boards of directors, shareholders, controlling shareholders and creditors.

Algo Trading

Historically, the epicenter of a stock market was the trading floor, where brokers met to buy and sell stocks. Today, a significant volume of trades are made by algorithms, enabling trading of hundreds and thousands of shares in fractions of milliseconds. Algorithms have also begun to replace investors, in a field known as algo trading or High Frequency Trading (HFT). Such automated transactions give rise to numerous legal issues.

Standing at the forefront of this technological-legal arena, Arnon, Tadmor-Levy is positioned to advise a wide range of clients. This includes public companies whose securities are traded by buyer and seller algorithms, clients who are developing algo trading capabilities and require advice on compliance with evolving laws and regulations, and clients investing in securities who seek to take advantage of algo trading as a means of risk control.

Client Testimonials, The Legal 500 | 2025

“The team are very creative and give the right solutions for complicated issues.”

“Highly professional and available.”

Client Testimonials, Chambers Global | 2025

“Arnon, Tadmor-Levy specializes in handling complex and sophisticated matters. The team is very committed, highly available and has excellent interpersonal skills and a can-do attitude.”

“The team offers professional and creative solutions.  The team asks the right questions and knows the relevant laws and precedents.”

What the team is known for, Chambers Global | 2024

“At every step of the way, the firm showed a creative and rigorous spirit, coming up with new creative solutions and giving us the edge, time after time.”

“The team demonstrated high awareness and a proactive approach to support our company’s ideas and provide a range of tools and insights towards new solutions.”

Client Testimonials, The Legal 500 | 2024

This team is excellent. Very professional and intelligent, highly experienced, responsive, hardworking, and with remarkable insights.”

What the team is known for, Chambers Global | 2023

“Arnon, Tadmor-Levy has a notable capital markets team with impressive domestic and cross-border capabilities. It is skilled at representing both issuers and underwriters, and has proven expertise handling complex mandates relating to dual-listed companies and debt arrangements. It has a wealth of experience advising on IPOs and debt issues and offers wide industry expertise, with major clients in the life sciences, real estate and telecoms sectors, among others.’

“Arnon are an excellent team. They are a true business partner and are sharp, accurate and creative.”

“They provide innovative solutions to complex matters.”

Client Testimonials, The Legal 500 | 2023

“Arnon, Tadmor-Levy’s capital markets practice is a well-established and well-renowned practice in Israel. It is recognized for its professionalism and the superb services it renders to its clients, mainly in the capital markets and M&A practice areas.”

The team is comprised of very proficient, experienced, smart, business-oriented lawyers.”

I am always impressed by the team’s professionalism and availability. Its professional products and advice are always spot on and lawyers are courteous and responsive.”

RELATED MEDIA

New U.S. SEC Reporting Requirements for Directors and Officers of Foreign Private Issuers
Executive Summary Recent U.S. legislation has fundamentally changed the reporting obligations for directors and officers of Foreign Private Issuers (“FPIs”) registered with the U.S. Securities and Exchange Commission (“SEC”). Effective March 18, 2026, directors and officers of FPIs will be required to publicly report their ownership of, and transactions in, the issuer’s equity securities to the SEC under Section 16(a) of the U.S. Securities Exchange Act of 1934. This memo summarizes the key aspects of the new requirements, their implications, and recommended next steps for affected companies and individuals Background Historically, FPIs were exempt from the insider reporting requirements of Section 16(a) that apply to U.S. domestic companies. Instead, FPIs were subject only to their home jurisdiction’s insider reporting rules and the share ownership disclosure requirements in annual reports on Form 20-F. The new legislation, known as the “Holding Foreign Insiders Accountable Act,” was enacted as part of the U.S. National Defense Authorization Act (“NDAA”) and signed into law on December 18, 2025. The new reporting regime will take effect on March 18, 2026, 90 days after enactment. However, it should be noted that the NDAA requires the SEC to issue final regulations no later than that date. Consequently, certain changes or even exemptions may apply once the final regulations are issued. Who Is Affected? Directors and Officers: The new requirements apply to directors and executive officers of FPIs with SEC-registered equity securities. 10% Owners: Unlike U.S. domestic companies, beneficial owners of more than 10% of a class of registered equity securities of an FPI are not subject to Section 16(a) reporting unless they also serve as a director or officer. Definition of Officers: The definition of “officer” aligns with those subject to SEC clawback rules, including the president, principal financial officer, principal accounting officer (or controller), VPs in charge of principal business units, and any officer or person with policy-making functions. Reporting Requirements Forms to File Form 3: Initial statement of beneficial ownership, due within 10 days of becoming a director or officer (or by the effective date of registration for new issuers). Form 4: Report of changes in beneficial ownership, due within two business days of the transaction. Form 5: Annual statement for certain exempt transactions or missed filings, due within 45 days after the company’s fiscal year end. Scope: Reports must be filed in English via the SEC’s EDGAR Next system and cover all equity securities and derivatives beneficially owned, including equity compensation. Deadline: The two-business-day deadline for Form 4 filings is strict and applies to virtually all changes in ownership, regardless of transaction size or the market where the trade occurred. Exemptions and Special Considerations Jurisdiction-Specific Exemptions: The SEC may exempt individuals or transactions if the laws of a foreign jurisdiction impose “substantially similar requirements.” The process and scope for such exemptions remain uncertain, and companies should prepare to comply unless and until an exemption is granted. Short-Swing Profit Rule: The new rules do not subject FPI insiders to Section 16(b) “short-swing” profit disgorgement or Section 16(c) anti-shorting provisions, which remain applicable only to U.S. domestic issuers. Deputized Directors: Entities that designate individuals to serve as directors may themselves be deemed directors for Section 16(a) purposes. Compliance and Enforcement EDGAR Next Registration: Directors and officers must obtain EDGAR Next filing codes. The process can take several weeks and requires notarization of Form ID. Company Assistance: While the filing obligation is personal, companies typically assist directors and officers in obtaining EDGAR codes and preparing filings. Consequences of Non-Compliance: The SEC and federal banking agencies may issue cease-and-desist orders, seek injunctions, impose civil penalties, or recommend criminal prosecution for willful violations. The SEC may also pursue actions against third parties aiding or abetting violations . Next Steps and Recommendations Identify Affected Individuals: Determine which directors and officers will be subject to the new reporting requirements. Obtain EDGAR Next Access: Begin the process of registering all relevant individuals with the SEC’s EDGAR Next system immediately. Review Internal Policies: Update insider trading and reporting policies to ensure timely internal reporting and compliance. Coordinate with Counsel: Work with U.S. securities counsel to ensure correct and timely filings and to monitor for potential exemptions. Monitor SEC Guidance: Stay alert for further SEC rulemaking or exemptive orders regarding jurisdiction-specific relief. Conclusion The new Section 16(a) reporting regime represents a significant change for FPIs and their insiders. Timely preparation and proactive compliance are essential to avoid regulatory risk and ensure a smooth transition.
Read more

Recognition