Author: Yaniv Ozana

ERM advises on all Israeli aspects of the spin-out of all of Daimler AG’s (and its Israeli subsidiary – Mercedes Benz R&D) IT assets.

Ron Abelski, partner at ERM’s Corporate and M&A practice, acted for Daimler AG and Mercedes Benz together with associate Itamar Lev. 

GDPR permits data transfers to countries outside the EU / EEA only if certain safeguards are implemented to ensure an adequate level of data protection in the country of the data importer. The most common safeguard for securing such transfers are the so-called ‘standard contractual clauses’ (“SCCs”). On 4 June 2021, the EU Commission published a new set of SCCs.

Key Takeaways

Key takeaways regarding the new SCCs include:

  • Modular approach – Instead of different sets of standard contractual clauses, there will be only one set, which can be adapted by selecting modular provisions in accordance with the constellation of the actual transfer. Specifically, the SCCs may be used for (1) controller-to-controller transfers; (2) controller-to-processor transfers; (3) processor-to-processor transfers; and (4) processor-to-controller transfers.
  • Mandatory assessment – The new SCCs provide for a mandatory data transfer impact assessment to be carried out by the contracting parties. Both parties have to warrant that they have no doubts that the data protection laws in the receiving country (including any requirements to disclose personal data or measures authorizing access by public authorities) will not prevent the data importer from fulfilling its obligations under the SCCs, i.e. essentially that the third country’s requirements comply with European standards. The impact assessment must be documented and submitted to the supervisory authorities upon request.
  • Like the current SCCs, the new SCCs may be included in a wider contractual setting, but may not be otherwise modified. Any additional terms may not contradict the SCCs. This includes, among others, a liability clause that makes it very difficult for data importers to limit their liability towards data subjects for any violations of the SCCs.

Data Transfer to Israel

At the moment, Israel has the status of an “adequate jurisdiction”, and as such organisations may freely transfer personal data from the EU to Israel without additional safeguards. If, however, at some point Israel should no longer be considered an adequate jurisdiction, organisations are most likely to turn to the SCCs as their alternative legal basis for the transfer. It is still unclear, though, if the required impact assessment of the local law addressed above would automatically lead to the conclusion that Israeli privacy protection laws “do not exceed what is necessary and proportionate” and thus essentially comply with European standards. If this threshold is not met, data transfer to Israel may be only possible with further safeguards. It is expected that any decision from the European Commission on this matter would include further guidance on this point.

Outlook

The new SCCs will come into force 20 days after publication in the Official Journal of the EU, which is expected to take place within the next few days. The existing SCCs will be repealed three months after the publication, and any new data transfer agreements entered into after that date will need to include the new SCCs. Organisations will then have 18 months to update existing contracts with the new SCCs.

As ever we are ready to assist with all your needs. Please don’t hesitate to contact us.

Dr. Laura Jelinek

 

ERM advises Capital One Bank as co-investor in the financing of fintech unicorn Melio, both by way of direct investment and by way of warrants linked to commercial milestones tracking a commercial agreement as between Capital One and the company. Due to complex US bank regulatory matters, and timing of the investment, Capital One’s joining of the previously negotiated C round (alongside investors such as Coatue, General Catalyst, Accel, Bessemer Venture Partners, and others) required re-negotiation of various elements of the previously signed series C SPA, as well as significant changes to the target’s articles.

Jeremy Seeff, partner at ERM’s High-Tech & Venture Capital practice, acted for Capital One Bank together with associates Dr Laura Jelinek.

For media coverage of the deal, please click here.

ERM advises Modiin Energy and Alon Gas Energy Development (two Israeli oil & gas public corporations), who entered into a framework development agreement with Fusion (an American energy company). Under the agreement, the parties will cooperate in developing solar power projects in the US. The initial pipeline includes eight projects with an aggregate capacity of 118MW .

Asaf Rimon, partner at ERM’s Energy & Infrastructure practice, acted for Modiin Energy and Alon Gas.  

For media coverage of the deal (Hebrew), please click here.

ERM advises Kape and its 6 Israeli subsidiaries on a financing transaction across the bank of Ireland, Barclays, BNPP. The Israeli subsidiaries were required to provide a broad set of securities to the banks.

Asaf Rimon, Partner of ERM’s Corporate and M&A practice acted for Kape together with associates Adi Rafaeli and Jonathan Zerker.

For media coverage of the deal in Hebrew, please click here.

ERM advises REWE Group – one of the leading retail and tourism conglomerates in Germany and the second largest supermarket chain, in relation to its investment into Trigo Vision, a promising high – tech company that has developed a technology providing grocery stores with market leading frictionless checkout and digitized operations.

Ron Abelski, partner at ERM’s High-Tech & Venture Capital practice, acted for REWE Group.

 

ERM advises Scatec and Solgreen on a B.O.T tender for the design, financing, and construction of a 300MW photovoltaic power plant in Dimona, Israel’s largest photovoltaic power plant.

Amnon Epstein, partner at ERM’s Energy & Infrastructure practice, acted for Scatec and Solgreen together with associates Chen Weiss. 

For media coverage of the deal, please click here.

ERM advises Happiness Capital on a USD 25M Series A Preferred Investment in Redefine Meat.

Nimrod Rosenblum, Head of ERM’s Corporate and M&A practice, acted for Happiness Capital.

 

For more information on the acquisition, click here.