Morrison & Foerster : Practices & Industries

Many of Morrison & Foerster’s attorneys have practiced law in Israel, are fluent in Hebrew and are keenly aware of the similarities and differences between the U.S. and Israeli business legal systems and culture.

We are able to offer our Israeli clients premier legal services for the full range of issues they face as international players. Israeli companies seeking to be part of the global market can look to Morrison & Foerster for:

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Global M&A and Strategic Partnerships

Our lawyers give M&A and strategic partnership advice reflecting our extensive experience representing Israeli and U.S. technology companies.

Representative Matters

MediGuide Inc. / St. Jude Medical. We represented MediGuide Inc., a privately owned Israeli medical device company based in Haifa, in its acquisition by St. Jude Medical, the $10 billion New York Stock Exchange producer of cardiovascular medical devices, for $283 million plus the assumption of debt.
Tao Tsuot / Lipstick Building. We represented Tao Tsuot Ltd., an Israel-based investment company, in the sale of its interest in the Lipstick Building (885 Third Avenue) in New York City to an overseas investor.
RRSat Global Communications Network Ltd. / Hawley Teleport. We represented RRSat Global Communications Network Ltd. in the proposed acquisition by its subsidiary, RRSatGlobal Communications Inc., of the Hawley Teleport located in Pike County, Pennsylvania, for approximately $4.25 million.
Saifun Semiconductors / Spansion. We represented Saifun Semiconductors Ltd., an Israeli provider of intellectual property solutions for the non-volatile memory market, in its acquisition by Spansion Inc., the world’s largest pure-play provider of Flash memory solutions, for a value of $421 million.
Oberon Media / PixelPlay. We represented Oberon Media, a leading multi-platform casual games company, in its acquisition in a stock-for-stock merger of PixelPlay, a leading creator of games and entertainment for interactive television. The majority of PixelPlay’s operations and employees are based in Israel
DSP Group / NXP Semiconductors. We represented DSP Group in connection its acquisition of the cordless and VoIP terminals business of NXP Semiconductors (spin-out of Philips) for a consideration of $270 million (cash and stock) and additional earnout potential of up to $75 million.
Toshiba Corporation / SanDisk IL (formerly, M-Systems). We represented Toshiba Corporation in its strategic investment (which included arrangements for joint development, product supply and cross licensing of intellectual property) in M- Systems, an Israeli leader in flash-based data storage, and later in connection with the wind-down of such relationship pursuant to M-System’s acquisition by SanDisk.
Mercury Interactive / Hewlett Packard. We represented Mercury Interactive Corp., an IT management software company and one of Israel's largest software companies, in its acquisition by HP for a value of approximately $4.5 billion.
Ceva. We represented Ceva, Inc. in a tripartite transaction whereby Ceva spun off its GPS technology in return for equity in the spin-off company, which concurrently completed a $16.2 million venture capital financing and acquired substantially all of the RF technology and assets of RFDomus, Inc.
Smith Micro Software / PhoTags. We represented Smith Micro Software Inc., a developer and marketer of a wide range of software services for the wireless market, in its acquisition of PhoTags, Inc., a Delaware Corporation, with its research and development activities based in Jerusalem, Israel.
Verint/CM Insight. We represented Verint Systems Inc., a security and business intelligence software provider, in its $5.8 million acquisition of UK-based CM Insight Limited, a privately-held customer management solution provider.
McKesson Corporation/Medcon. We represented McKesson Corporation in its agreement to acquire Medcon, Ltd., an Israeli company, for approximately $105 million. Medcon is a leader in cardiac image and information management solutions.
Oren Semiconductor / Zoran Corporation. We represented this Israel-based fabless integrated circuit (IC) manufacturer, as U.S. counsel, in its acquisition by Zoran Corporation. Zoran, which already owned 17% of Oren, acquired the remainder of Oren’s outstanding stock for $44.6 million in cash and stock.
Verint/Opus. We represented Verint Systems Inc. in the consummation of an acquisition in which Verint’s wholly-owned subsidiary, Verint Solutions Inc., acquired substantially all of the assets and business of The Opus Group, LLC for $12 million.
DSP Group Acquisitions. We represented DSP Group its acquisition of South Korea-based Teleman Multimedia, Inc., the developer of an advanced silicon platform for video compression and decompression, (iii) the formation with Ireland-Based Parthus Technologies of Ceva Inc., which is traded on the NASDAQ and the LSE, and (iv) the acquisition of privately-held Bermai, Inc., a provider of high-performance, ultra-integrated chipsets for wireless applications.

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Corporate and Securities Offerings

Our lawyers have experience in negotiating and structuring transactions with U.S. and international strategic investors as well as venture funds. Our attorneys work with leading investors and venture capitalists who are interested in Israeli companies, and we know how to meet our client’s expectations and needs when presented with investment proposals.

Representative Matters

ConteXtream. We assisted ConteXtream, an Israeli, venture-backed, provider of communication servers for Video, Voice, Data, and Multi-play telecommunications, in preparations for the company's plans to start operations in the U.S.
Mellanox Technologies, Ltd. We represented Credit Suisse, JPMorgan Chase & Co., Thomas Weisel Partners, Jefferies & Company, Inc., as underwriters in the $117 million initial public offering of Mellanox Technologies, an Israeli supplier of semiconductor-based high-performance interconnect products.
Vuance Ltd. We represent Vuance, an Israeli developer of access control, security, and incident management systems and RFID solutions, in connection with securities and corporate law issues, including listing of the company’s shares on Nasdaq and its reporting obligations under U.S. law.
Gilat Satellite Networks. We represented the Cowen and Company, LLC, and CIBC World Markets as underwriters in the $60 million initial public offering by Gilat Satellite Networks.
Israel Infrastructure Fund. We represented the Israel Infrastructure Fund in the formation of a fund whose purpose is to invest in Israel.
New Enterprise Associates. We represented New Enterprise Associates in its $8 million investment in PortAuthority Technologies, Inc., a California-based company specializing in information leak prevention.
Predix Pharmaceuticals. We represented the investor group, including Forward Ventures, Boston Millennia Partners, and CMEA Ventures as lead investors, in a $43 million Series C financing for Predix Pharmaceuticals.
RRSat Global Communications Network Ltd. We represented RRSat Global Communications Network Ltd. in its $47.5 million initial public offering on the NASDAQ.
Nikko Cordial Securities Investment Enterprise Partnership. We represented Nikko Cordial as lead investor in a $3 million Series C round of financing for InterCure Ltd., the developer of a patented technology platform for respiratory-based treatment of cardiovascular and pulmonary diseases.
Scopus Video Networks Ltd. We represented Thomas Weisel Partners LLC, CIBC World Markets, Needham & Company, LLC, and Oppenheimer & Co. as underwriters in the $31.5 million initial public offering by Scopus Video Networks Ltd., a provider of IP-based digital video networking platforms for video delivery over broadcast and broadband IP-based networks.
Israel Chemicals. We are representing Israel Chemicals Limited as special U.S. counsel in the cross-border private placement of guaranteed senior unsecured notes of $125 million by Israel Chemicals Limited (Israel).
Terayon Communication Systems, Inc. We represented Terayon Communication Systems, a Nasdaq-listed developer of broadband cable data equipment, in connection with securities and corporate law issues, including its reporting obligations under the U.S. securities laws.
OPIC/Israel Electric Corporation. We represent OPIC as political risk insurer under OPIC’s Non-Honoring of Sovereign Guaranty program of a $250 million loan to The Israel Electric Corporation Limited, arranged by Citibank and unconditionally guaranteed by the Ministry of Finance of the Government of the State of Israel.
Syneron Medical Ltd. We represent Syneron, an Israeli developer of innovative aesthetic medical products based on its proprietary Electro-Optical Synergy, or ELOS technology, in connection with its initial public offering in 2004 and an underwritten secondary offering in 2005.
Oren Semiconductors. We represented Oren Semiconductors, Inc., an Israel-based developer of chips for digital television technologies, in various rounds of financing. We also advise Oren in Delaware law and general corporate issues.
First Israel Fund. We represented the independent directors of First Israel Fund in the establishment of this closed-ended investment company, designed for investment primarily in equity and debt securities of Israeli companies, and continue to represent the fund directors in connection with ongoing compliance and operational issues.
Lipman. We represented FleetBoston Robertson Stephens, Salomon Smith Barney and U.S. Bancorp Piper Jaffrey as underwriters in preparation for a potential U.S. public offering of Lipman Ltd., a TASE-listed Israeli manufacturer of electronic payment systems.
Nikko antfactory. We represented Nikko antfactory in a Series B investment in Cima, and subsequently have done work for Cima mainly advising on joint development projects.

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Litigation and Dispute Resolution

Morrison & Foerster provides litigation and international arbitration representation throughout the United States and around the world. We work with our clients from pre-litigation counseling through all appeals to reach the winning result that meets our clients’ business objectives.

Representative Matters

Notal Vision. We obtained a $9.8 million arbitration judgment for client Notal Vision, Ltd., against Carl Zeiss in a licensing dispute involving Notal’s technology for a device capable of diagnosing the leading cause of age-related blindness before vision loss has occurred.
Pharmos Corp. We are representing Pharmos Corporation and certain current officers as defendants in several shareholder class action lawsuits alleging violations of federal securities laws. These lawsuits were filed beginning in January 2005 and are pending in the U.S. District Court for the District of New Jersey. The complaints allege generally that the defendants knowingly or recklessly made false or misleading statements regarding the effectiveness of dexanabinol in treating TBI which had the effect of artificially inflating the price of Pharmos common stock.
PowerDsine, Inc. We represented PowerDsine, Inc., in patent litigation relating to the developing field of “power over Ethernet” in the Southern District of New York. PowerDsine v. Network-1 was a declaratory judgment action alleging non-infringement and invalidity of a patent held by the defendant. PowerDsine v. SEI alleged infringement by SEI of one of PowerDsine’s patents. Both cases have settled.
Shopping.com. We represent the Litigation Committee of the Board of Shopping.com in connection with a suit filed against the company and its former directors for alleged misrepresentations made during merger negotiations between DealTime and Epinions. Shopping.com was the surviving company.
Negevtech. We are currently defending Negevtech Ltd., an Israeli manufacturer and supplier of optical wafer inspection systems, in a patent litigation suit brought by Applied Materials, Inc. in the Northern District of California. Also on behalf of Negevtech, we have filed in the United States Patent and Trademark Office two requests seeking reexamination of certain claims of the Applied Materials patent.
Syneron. We represented Syneron Medical Ltd. and Syneron, Inc. in a medical device patent infringement suit brought by Thermage, Inc., in the U.S. District Court for the Northern District of California, which was settled in June 2005 on favorable terms to Syneron. We also successfully defended Syneron Medical Ltd. and its subsidiaries, Syneron Inc. and Syneron Canada Corp., in a patent infringement action relating to medical devices used for non-invasive treatment of vascular abnormalities and hair removal.
Hebrew University of Jerusalem. We represented Hebrew University of Jerusalem against Fisher Scientific International, Inc. concerning the unauthorized use of Dr. Albert Einstein’s name and likeness in a domain name and on a website. We have also represented the University in a lawsuit by Electronic Arts, invoking the federal Declaratory Judgment Act and seeking a declaration that it had a First Amendment right to use Dr. Einstein’s persona in its computer games.
HAM-LET U.S.A. We represented this U.S. subsidiary of an Israeli manufacturer of valves and fittings in an action brought by a former distributor.

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Intellectual Property Protection

We have comprehensive licensing, patent, trademark and other intellectual property protection programs designed to support our clients' global interests. Our intellectual property lawyers have practical experience in prosecuting patent applications, handling interference proceedings and providing strategic counseling.

Representative Matters

Powermat. We are providing Powermat with strategic advice regarding patent prosecution and patent licensing in the U.S. and abroad.
Israel Ministry of Justice. We advised the Israel Ministry of Justice on interpretation of international Intellectual Property agreements.
Tadiran Communication. Ltd. We advise this Israeli developer of military communications technology and its U.S. subsidiary, Talla-Tech, with respect to intellectual property and government contracts issues.
Missing Link. We provided patent and other intellectual property advice to this developer of software for call management and interactive voice response systems.

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Asia-Israel Cross-Border Transactions

Toshiba Corporation / SanDisk IL (formerly, M-Systems). We represented Toshiba Corporation in its strategic investment (which included arrangements for joint development, product supply and cross licensing of intellectual property) in M- Systems, an Israeli leader in flash-based data storage, and later in connection with the wind-down of such relationship pursuant to M-System’s acquisition by SanDisk.
Avgol Ltd. We are advising Avgol on its Chinese joint venture with Hubei Goldkinglong Investment to produce spunmelt fabrics in Jingmen City’s High Tech Development Area, located in Hubei Province of the People’s Republic of China.
Japan Representation. We prepared an executive employment agreement for a leading Israeli agro-chemical company in connection with its engagement of a Japanese advisor charged with helping it find acquisition candidates and other business opportunities in Japan.
Speedbit. We have advised Speedbit, an Israeli provider of web-based services, on matters relating to U.S. privacy laws.
Ortal Magnesium Diecasting. Our Hong Kong office assisted Ortal Diecasting, Ltd., an Israeli company, in setting up a Hong Kong-incorporated joint venture with a Chinese operating subsidiary for the manufacturing and sale of magnesium in China.
Itran Communications/Matsushita Electric & Kansai Electric. Our Hong Kong office represented Itran Communications, an Israeli developer of high-frequency modems, in its joint venture with Matsushita Electric and Kansai Electric.