Tali Kessler

Advocate MBA

Member of Israel Bar Association since 1997, licensed notary;
LL.B., Haifa University
B.A., Economics; Haifa University
MBA, summa cum laude, College of Management

Tali Kessler is vastly experienced in the field of commercial law, including mergers and acquisitions, real estate law, contracts law, corporate law, as well as ongoing legal consultation and support of companies and businesses in a variety of fields:

  • Complex commercial transactions including all aspects of mergers and acquisitions;
  •  Complex real estate transactions comprising regulatory, legal, planning, taxation and commercial aspects;
  •  Wide experience in representing construction projects, real estate transactions, credit and risk assessments as well as financing;
  •  All forms of litigation (court appearances) in civil and commercial law;
  •  Estates and wills;

A sample of Tali’s representations:

  • Drafting and negotiating of construction agreements, supply agreements, software agreements, leasing agreements,  for additional factory as part of a large manufacturer, at a scope of ILS 130 million;
  • Representing one of Israel’s largest elevator companies in contracts to construct elevators and escalators in office buildings, luxury residential towers, commercial centers, train stations, etc.;
  • Representing an American public company in the acquisition of the assets of an Israeli software company including the IP. The services included: Assisting in the negotiations of a LOI (Letter of Intent); Performing Due Diligence on the updated status of the Israeli company and the assets acquired; Representing the buyer at the Office of the Chief Scientist of Israel, negotiating the terms of the transfer of the assets and receiving the required approvals; Negotiating the Assets Purchase Agreement with reference to acquiring the technology; taxation; employment; obligations to suppliers, customers and service providers; an escrow mechanism to ensure declarations, obligations, an indemnification mechanism etc; Setting up a company in Israel, opening a bank account in Israel, assisting to open a file in the tax authorities and representing the company in a lease agreement for its offices; Drafting Employment Agreements; Handling the receipt of a government subsidy.
  • Representing a client in his claim against a contractor who failed to register jointly owned building and client rights with the Property Registrar. As a result, the rights were registered and the client won a compensation of ILS 250,000 (10% of the apartment’s price with inflation linkage and interest). The subsequent appeal was dismissed;
  • Representing a client who owned an apartment in his law suit against another apartment owner in the same building who built on a communal area without the consent of the other apartments’ owners. The client’s claim was fully granted and the other property owner was forced to destroy all construction in the communal area. The subsequent appeal was dismissed;
  • Representation of employer in defense against claim by freelance employees demanding recognition as employees and compensation for termination. These claims resulted in settlements with the employer paying only 31-34% of the amount claimed;
  • Representation of nine beneficiaries in the sale of their rights to a commercial building in Tel Aviv for a value of NIS 7,000,000, including handling of taxation issues entailed (improvement tax, VAT, etc.);
  • Representation of client in sale of property and building including rent-protected resident, at a scope of NIS 4,500,000, including all tax issues;
  • Representation of the Israeli producer of the renowned exhibition “Bodies: The Exhibition”, in an appeal filed (among others) to the Supreme Court, in a demand to shut down the exhibition immediately due to dishonor of the dead. Eventually the exhibit was open for several months as originally planned by the producer;
  • Representation of one of Israel’s largest ticket agencies in sale and distribution of tickets to the biggest concerts and performances in Israel;
  • Representation of clients in investment and acquisition agreements of companies and activity, including due diligence, tax adjustments, negotiations, milestones for transaction, drafting agreement and auxiliary documents, accompaniment of execution and post-execution aspects;
  • Representation of Israeli and overseas property owners in Israel, in all related to management, including rentals, continuous management of leases and management companies, and taxation issues resulting from rent income;
  • Representation of clients who purchased private homes 30 years ago, and whose rights were not registered. Representation includes restoration of contractors who built the homes and were removed from the Companies Registrar, appointment of liquidator for said companies, tax authority representation, municipal and Registrar representation, until clients’ ownership was registered. Prior to representation, clients were unable to mortgage or sell their homes, but after completing the process some of the clients sold their properties. Registry of the rights led to an increase of NIS 500,000 in the value of each property;
  • Representation of eight homeowners in apartment building in Ramat Gan, in contract with contractor according to the Municipal Plan 38/2 – destruction of building and construction of 23-apartment building in its stead. Each of the owners will receive a larger and better apartment, and receive rent fees during construction. The agreement has been signed and the project is currently in the stage of building permits;
  • Representation of homeowners in adjacent homes in Ramat Gan in engagement with same contractor according to Municipal Plan 38/2 – destruction and construction of new buildings with 25-30 apartments. Each homeowner will receive a larger and improved home as well as rent during construction. Agreements are currently in advanced stages of negotiation;
  • Representation of client who purchased a plot of land 25 years ago, registering a warning note but her ownership was not registered. After the sale, the seller went bankrupt. A warning note was issued in favor of the official fore closer, as well as several notes on foreclosure due to tax debts. The seller passed away. Initially Adv. Kessler conducted legal proceedings against the official fore closer and trustee in the seller bankruptcy, who opposed the transfer of ownership to the client. In a District Court verdict, their claims were denied and they were obligated to allow registration of ownership in her name. In the second stage, Adv. Kessler filed suit against property tax authorities. As a result, the authorities agreed to cancel all debt notices and allow registration of the client’s ownership. After winning both proceedings Adv. Kessler completed registration on behalf of the client;
  • Representation of foreign resident in purchase of home in Herzliya for a price of $1,100,000, including mortgage proceedings;
  • Representation of foreign resident in sale of Herzliya home for $1,600,000;
  • Representation of foreign resident in purchase of vacation home in Herzliya for $600,000;
  • Representation of foreign resident in purchase of garden apartment in Tel Aviv for NIS 3,900,000, including mortgage proceedings;
  • Representation of foreign resident in purchase of apartment in Mamila neighborhood, Jerusalem, for $770,000;
  • Representation of client in purchase of Jerusalem home for NIS 4,300,000, including mortgage proceedings;
  • Representation of a number of foreign clients in agreements to purchase apartments in future Jerusalem project, at a price range of NIS 2,000,000 – 2,500,000, including mortgage proceedings;
  • Representation of clients in sale of plot inherited in the Yizrael Valley at a price of NIS 3,800,000, including all taxation aspects (including betterment tax and payments to Israel Land Administration);
  • Representation of client vis-à-vis contractor in all stages, for construction of 8-apartment building in Tel Aviv, at a financial scope of NIS 4,700,000, including support and accompaniment of the client throughout all stages of construction, from building permits to completion and entry.

Associate at S. Pines, Milner, Naiger and Co., which eventually merged with Hamburger Evron and Co.

2000 – 2003         Adv. Kessler’s areas of practice included Real Estate, commercial and corporate law, including:

  • Drafting various types of commercial agreements, including foundation, investment, employment and option agreements;
  • Regular consultation for commercial private and public companies;
  • Accompaniment of real estate projects, including negotiations for sale transactions, and ongoing supervision of all project stages;
  • Handling various real estate transactions, diffrent kinds of property construction deals, registry of shared ownership, etc.;
  • Examination of bond issuance on behalf of investors;
  • Real estate tax issues;
  • Management of commercial and civil litigation, various contractual claims and employment-related claims;
  • Estates and wills;

Advocate and Economist at Construction Division, Mercantile Discount Bank Ltd.

1998 – 1999         This division comprised a small number of employees, and therefore Adv. Kessler handled all aspects of financing for construction entrepreneurs:

  • Screening financing requests on an economic and legal level, due diligence of the contractor, assessment of credit risks, and presentation of requests to bank management for approval;
  • Negotiation with contractors on conditions of financing – self invested capital, stages of execution, type and condition of financing;
  • Cooperating with external attorneys on all legal aspects of transactions, including examination of contractors’ legal agreements, preparation of financing agreements and registering collaterals;
  • Collaboration with insurance companies on issuing insurance policies within the framework of guaranteeing financed projects by law;
  • Analysis of financial reports;

To this end, she worked with construction companies, real estate appraisers, accountants, attorneys, insurance companies, and other financing institutions. In her duration in this capacity, Adv. Kessler was exposed to a large number of real estate transactions, accruing experience in the legal and credit areas, as well as the ability to asses risk in financing construction projects.

Associate, Renne Shibolet and Co.

1996 – 1998         Adv. Kessler was certified as an attorney in 1997. She worked at this firm as a legal intern as well as after receiving the license to practice law.

  • Accompaniment of real estate projects, including negotiations for sale agreements;
  • Preparation of various civil agreements (real estate, foundation, and various commercial agreements);
  • Setting up companies;
  • Handling civil and commercial lawsuits;
  • Representation of several banks in claims against debtors;
  • Management of execution of liens and mortgages (including vehicles, equipment, and heavy machinery, etc.);

Pre-internship at a law firm

1996                       The firm dealt with legal consultancy and provided corporate services to various public companies which are traded on either the Israeli or overseas stock markets.

  • Preparation of forecasts for trust funds;
  • Notifications to the stock exchange and securities authority;
  • Summoning and conducting board meetings and general assemblies;
  • General legal advice;

Moderator of various on-line legal forums, including “business entrepreneurship forum”, at www.lawforums.co.il and “real estate tax forum” at www.imoney.com.

Tali has been practicing Iyengar Yoga for 15 years.
She loves diving at coral reefs and sunken ships.

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