Overview

Clifford Davis is a partner at S. Horowitz & Co., where he co-chairs the International Corporate Practice Group and specialises in cross-border and domestic corporate and banking law for international and Israeli companies and financial institutions.

Described by the European Legal 500 as being “exceptionally smart and having an encyclopaedic knowledge of the law”, Clifford advises on all aspects of local and multinational mergers and acquisitions, leverage buy-outs,  joint ventures, venture capital and seed capital financings, IPOs, syndicated and non-syndicated bank financings and securities laws. In addition to advising on individual transactions, he provides legal counsel on all matters relating to the operation, management and development of his clients’ business and trading activities in Israel.

Clifford’s corporate and transactional practice covers an extensive array of business sectors including: life sciences, satellite communication, telecom and mobile telephony, hi-tech, medical devices, autonomous automotive technology, chemicals, energy, food and beverage, electrical goods and insurance. He also represents founders, early stage companies, mature technology companies, angels, investors and venture capital funds on corporate structuring, licensing, investment round financing, founder agreements and exits.

In his finance practice, Clifford advises Israeli and international borrowers, lenders, ECAs and investors on all aspects of financing, including syndicated and non-syndicated loans, acquisition and leveraged buyout financings, export credit financings, equipment financings, refinancings, asset and project finance.

Clifford has been recognised as one of Israel’s leading lawyers by many industry publications, including – Chambers Global, The Legal 500, Who’s Who Legal, and IFLR 1000 – in the fields of banking and finance, mergers and acquisitions, corporate governance, venture capital and life sciences.

Before joining S. Horowitz & Co., Clifford was an associate in the Corporate Department of the City of London office of Jones Day for five years. He continues to be an active member of English, US and international law associations. He often speaks at law association events and contributes to law books and journals.

Publications

  • Regular contributor to The World Bank Annual Survey and The World Bank’s Corporate Governance Project.
  • Co-author of the Israel chapter of The Mergers & Acquisitions Review; Law Business Research Ltd., 14th Edition, 2020, edited by Simon Robinson.
  • Co-author of an overview of Israel’s legal system and the regulatory cost of doing business in Israel in A Guide to Doing Business in Israel, published by Practical Law (Thomson Reuters).
  • Co-author of Regulation of Securities Offerings in Israel: a Brief Introduction, in IFLR 1000.
  • Author of Three Point Turns – Reverse Triangular Mergers Bring a Number of Benefits to M&A Transactions, The Lawyer , 11 March 2013. Corporate & Acquisition Finance.
  • Co-author of M&As 2nd Edition, 2014 – European Lawyer Reference: Israel Jurisdictional Updates.
  • Co-author of the Israel chapter on Global Business and Human Rights; A European Lawyer & Reference Book, 1st Edition 2011.
  • Co-author of the article “Creative Financing – Factoring, Securitization and the True Sale Question” in the ACC Israel Chapter Newsletter.
  • Contributor to the Chapter on Israel in “The Q&A Guide: Doing Business in … Multi-Jurisdictional Guide”, a joint publication of the World Bank and the International Finance Corporation.

 

Languages: EnglishHebrew
Admissions: Israel Bar, 1996Solicitor of the Supreme Court of England and Wales, (1989)
Education: The University of Law Guildford, England, (1987)Bristol University, England LL.B., honours, (1986)

Experience

  • Representing HP on its successful tender offer to acquire Indigo, Israel’s leading printing systems company, for a consideration of up to USD 882 million.
  • Representing Veolia on the sale of its water, waste and energy activities in Israel to funds managed by Oaktree Capital Management LP, in Israel’s largest management buyout: value of transaction USD 341 million.
  • Representing General Electric Co. on the Israeli law aspects with respect to the USD 17 billion acquisition of the energy assets of Alstom SA and certain other Israeli companies. The work includes all corporate and regulatory aspects connected with the acquisition of control of the Megalim Solar Thermal Power Station.
  • Representing Pathfinder Strategic Credit LP in connection with its investment in ECI Telecom Ltd., including in connection with the planned IPO of ECI Telecom Group Ltd. on the London Stock Exchange, the merger of ECI Telecom Group Ltd. with Ribbon Communications Ltd. for a USD 324 million company value and its exit, via a share sale agreement, of its interests, for approximately USD 95 million.
  • Representing Rhythm OnePlc on its merger of equals with Taptica , both listed on the premium segment of the London Stock Exchange, via a statutory scheme of arrangement.
  • Representing Kimberly-Clark Corporation on its acquisition of a 49.9% interest in Hogla-Kimberly from Hadera Paper Ltd. for NIS 648 million (approximately USD 162.5 million).
  • Representing AT&T in its acquisition, by way of reverse triangular merger, of Interwise, a web conferencing company, for USD 121 million.
  • Representing American International Group, Inc. on its acquisition from Aurec Gold Investments Ltd. of 49.99% interest in AIG Israel Insurance Company Ltd.
  • Representing General Motors on various matters including:
  • the setting up of its local subsidiary, General Motors Israel Ltd.
  • the setting up of a Research and Development Project Centre in Israel funded partially by the Israeli government pursuant to the “Project Centre for Multinational Companies” program of the OCS.
  • the sale of GM’s shareholding in Universal Motors Israel Ltd. for a company value of NIS 685 million (approximately USD 200 million).
  • Representing EADS on its joint venture with one of Israel’s leading aeronautic and defence companies.
  • Representing HJ Heinz on two joint ventures relating to the manufacture, distribution and sale of its ambient food products in Israel and the sale, via an auction process, of the business and assets of Heinz’s entire Israeli operations.
  • Representing the Shenzhen Stock Exchange listed company, Chengdu Kanghong Pharmaceutical Group, on its acquisition of I-Optima Ltd.
  • Representing Booking.com on its acquisition of Evature Ltd.
  • Representing Radius Ventures on the sale of Medingo Medical Solutions Ltd. to Hoffman La Roche for USD 160 million plus USD 40 million in additional milestone payments.

Banking and Finance:

  • Representing the lenders on the leverage financing for the acquisition by Gazit Globe of the controlling interest of Atrium European Real Estate Ltd. (formerly Meinl European Land), a Jersey company quoted on the Austrian Stock Exchange: total facilities EUR 400 million.
  • Representing Bank Leumi and its US subsidiary, Bank Leumi USA, on four complex inter-related and cross-guaranteed multi-currency revolving facilities of USD 370 million to Gazit-Globe Ltd. and three of its US subsidiaries.
  • Representing a syndicate of lenders in a USD 230 million cross-border acquisition financing of Ness Inc. and several of its subsidiaries in a mixture of secured acquisition and working capital financing.
  • Representing Francisco Partners, a leading global private equity firm, with respect to acquisition financing relating to the leverage buy-out of LiveU Ltd. for, approximately USD 200 million.
  • Representing Space-Communication Ltd., Israel’s only private satellite operator, on its USD 293 million financing for the AMOS-6 satellite, consisting of USD 106 million from Export-Import Bank of the United States, USD 140 million from Export Development Canada and USD 47 million from Israel Aerospace Industries Ltd.
  • Representing Bank Hapoalim and other lenders on a series of export credit financings to various parts of the world totaling to over USD 500 million in loans.
  • Representing Bank Hapoalim and other lenders on an export credit financing of over USD 200 million for the Ethiopian government’s sugar company to finance a 7,000 hectares (17,500 acres) irrigation project.
  • Representing Deutsche Bank on its EUR 102 million equity bridge financing to Negev Energy- Ashalim Finance Ltd. (an SPV owned jointly by Shikiun UBinui and Abengoa), the proceeds of which are to be used as part of the equity financing of a 110 MW solar plant located in Ashalim on a BOT basis.
  • Acting as Israel counsel to Raiffeisen Bank International AG on its financing of the construction of four hotels in Romania (including the Radisson Blu Hotel, Bucharest) guaranteed by Elbit Imaging Ltd. Facilities: EUR 97,000,000.
  • Representing Bank Hapoalim and Israel Discount Bank in connection with the financing of the acquisition by York Capital of Psagot Investment House.
  • Representing Israel Electric Corporation on:

(i)The securitization of the receivables from its long-term, gas supply off-take agreement made with the operators of the Yam Thetis off-shore gas field; and

(ii) The pledging of its gas supply off-take agreement made with the operators of the Tamar off-shore gas field (the GSPA has a contract value of USD 8 billion).

Recognition

  • Chambers Global: Clifford has been consistently ranked by Chambers Global as one of Israel’s leading individual lawyers in the fields of banking and finance as well as corporate and M&A.
  • He has been described by Chambers Global as “an Israeli lawyer who has deep knowledge of M&A and banking with notable cross-border experience who makes a deal happen with his wonderful humour and limitless knowledge of contracts, law and how to negotiate” (Chambers Global 2019), and as an “absolutely fantastic lawyer” with “great knowledge of Israeli law, UK law and US law” (Chambers Global 2020). He has been individually ranked as a leader in his field by Chambers Global for over fifteen years.
  • The Legal 500: Clifford has been consistently ranked by The Legal 500 as one of Israel’s leading individual lawyers in the field of corporate and mergers and acquisitions and is recommended in the fields of banking and finance, venture capital, start-ups and hi-tech and infrastructure.
  • He has been described by The Legal 500 as ” Beyond superb. Always there with a smile and solution. Exceptionally imaginative and articulate” (The Legal 500, 2020). The same edition also enthused that “When faced with a stumbling block, the prototypical lawyer will tell you all the reasons that something can’t be done. Clifford, however, will rapidly develop multiple solutions, not just to how the problem can be solved, but with a thoughtful eye towards maximising pragmatic business outcomes”. In The Legal 500 2019 edition he was described as being “a master at conducting tricky cross-border negotiations”. He has been individually ranked by the Legal 500 for over ten years.
  • Who’s Who Legal: Ranked by Who’s Who Legal (2020) as a leading expert in Israel in the fields of mergers & acquisitions and corporate governance.
  • IFLR1000: Clifford is ranked as a leading and highly regarded lawyer in Israel in the fields of banking, capital markets and mergers & acquisitions (IFLR 1000, 2020).
  • MIP Life Sciences: Clifford is ranked as a “life sciences star” in Israel by LMG Life Sciences in the fields of mergers & acquisitions, venture capital and licensing and collaboration.

Other Activities

Clifford is a member of the Israel Bar Association, the Law Society of England and Wales, the City of London Law Society, and the Israel-British Law Association (BISLA), where he is a committee member.

He is an associate member of the American Bar Association.

Clifford speaks on a range of topics, such as corporate finance law in Israel and IP due diligence in Israel. He has given lectures at professional events in the UK, the US and Israel.

He was executive producer of two full-length motion pictures in which he represented the financiers, was formerly the Company Secretary of Ealing Studios Productions Plc and advised the producer on the production of the motion picture “Sliding Doors”.

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