Publications

By Adv. Roee Weinberger, Founding Partner, Weinberger & Co., 2025 Executive Summary Anti-dilution clauses have traditionally been treated as a minor, “standard” part of venture term sheets. In today’s market, where down rounds are common rather than exceptional, that assumption is no longer sustainable. Recent data from Carta, Fenwick, and the Shibolet–Fenwick surveys show that down rounds now represent roughly 20% of financings in global markets and in Israel – the highest

Understanding Indemnification in M&A Agreements Introduction Indemnification is one of the cornerstone clauses in M&A agreements, playing a critical role in protecting the parties involved from post-closing liabilities, and defining the extent and limitations of financial protection against breaches of representations, warranties, covenants, and identified risks. In the US, indemnification provisions are a focal point in 95% of M&A agreements, reflecting their critical role i

By: Roee Weinberger Adv. and Notary Mergers and Acquisitions (M&A) are pivotal events for companies aiming to grow, diversify, or gain competitive advantages. In this article, the second in a series of articles on M&A in times of war, we will focus on a crucial element of these transactions - the purchase price and the mechanism through which it is adjusted or confirmed. Two primary pricing mechanisms exist in M&A transactions: the Locked Box Mechanism and the Price Adjustmen

By: Roee Weinberger Adv. and Notary In the complex landscape of global business, mergers and acquisitions (M&A) are pivotal events that can swiftly and significantly alter the trajectory of the companies involved. Conflicts, and particularly a whole-scale war, may naturally cause prospective acquirers to put their planned acquisitions on hold or even to entirely abandon their plans due to market uncertainty and other war-related risks. On the other hand, war’s impact is uneve