Existing user? Sign in
Share your needs with us, get contacted by law firms.
Free. Takes 2 min.
Structured finance refers to customized financial transactions that isolate, transform, or redistribute risk - typically through special purpose vehicles, asset-backed securities, securitizations, project finance, covered bonds, and related credit enhancements. In Israel, structured finance transactions are governed by national law and regulated by national authorities. Bnei Brak is a city inside the central region of Israel, so parties and lawyers based in Bnei Brak work within the broader Israeli legal framework and regulator environment. Local law and practice determine how assets are transferred, how security interests are perfected, how SPVs are structured, and how investor protections and disclosures are implemented.
Structured finance transactions are legally and commercially complex. You should consider hiring a lawyer when you face any of the following situations:
- You plan to originate, package, sell, or purchase portfolios of loans or receivables, and need to ensure a valid transfer of rights and remedies.
- You are creating or operating a special purpose vehicle (SPV) and need advice on corporate structure, bankruptcy remoteness, and governance.
- You intend to issue securities to institutional or retail investors and must comply with securities law, prospectus requirements, and disclosure rules.
- You need to register or perfect security interests in real estate, inventory, receivables, or other collateral.
- You have tax questions that affect deal economics - for example, VAT, corporate tax, withholding tax on cross-border payments, or stamp and registration implications.
- You require regulatory approvals or notifications from bodies such as the Bank of Israel, the Israel Securities Authority, or the Israel Tax Authority.
- You face disputes, enforcement actions, insolvency risks, or potential cross-border bankruptcy issues involving an SPV or counterparty.
- You need to document complex derivatives, swaps, hedges, or credit enhancement agreements that accompany a transaction.
Structured finance in Israel is shaped by a mix of corporate, securities, insolvency, property, tax, and banking regulations. Key aspects to understand include the following:
- Corporate regulation - Companies used as SPVs must be formed and governed in accordance with Israel's Companies Law and corporate governance rules. Shareholder agreements and corporate instruments must be carefully drafted to preserve the SPV's limited purpose and insolvency isolation.
- Securities regulation - Public offers of securities and certain offers to institutional investors are subject to the Israel Securities Authority rules and the Securities Law. Prospectuses, reporting obligations, and disclosure requirements will apply when debt or equity instruments are marketed.
- Insolvency and rehabilitation - Israel's Insolvency and Economic Rehabilitation framework governs insolvency of originators, issuers, and SPVs. Structural protections such as true sale transfers and contractual isolation are tested against insolvency law principles.
- Property and registration - Real estate used as collateral must be registered in the Land Registry (Tabu) and encumbrances noted correctly. For movable assets and certain receivables, secured financing regimes require proper registration and perfection to ensure priority.
- Banking and supervision - The Bank of Israel supervises banks and certain financial intermediaries. Bank-originated securitizations or transactions involving regulated lenders will attract additional oversight.
- Tax and customs - Tax treatment of transfers, stamp obligations, VAT, corporate tax, and withholding taxes are central to transaction structuring. Tax rulings or opinions are often sought to lock in treatment for investors.
- Anti-money laundering and compliance - Financial institutions and many service providers must comply with anti-money-laundering and counter-terror financing rules, including client due diligence and reporting obligations.
- Contractual law - Contract drafting is critical for remedies, representations and warranties, indemnities, events of default, and the mechanics of cash flow waterfalls and payment priorities.
A true sale is a transfer of assets that is legally characterized as a sale rather than a secured loan. In structured finance, a true sale separates the assets from the originator's balance sheet and bankruptcy estate, protecting investors if the originator becomes insolvent. Achieving a true sale requires clean transfer documentation, control over receivable collections, and steps that demonstrate economic and legal transfer of ownership under Israeli law.
Registration depends on the asset type. Real estate interests must be recorded in the Land Registry (Tabu). Certain movable property, fixed charges, and pledges may require registration in the applicable movable property or pledge registry. Proper registration is essential to perfect priority and to ensure enforceability against third parties and in insolvency.
If the securities are offered to the public or fall within regulated offerings, the Israel Securities Authority review and prospectus requirements will apply. Private placements to qualified institutional investors may be subject to different rules. A lawyer can advise whether an offering is regulated and help prepare the necessary disclosures and filings.
Israeli insolvency law looks at the substance of transactions. While properly structured SPVs are designed to be bankruptcy remote, courts will examine the legal form and economic reality. Factors such as corporate separateness, asset isolation, intercompany support, and independence of management influence whether SPVs are treated separately from originators in insolvency.
Key tax considerations include VAT on transfer of assets or services, corporate tax on income retained by vehicles, withholding tax on interest paid to foreign investors, and potential tax residency issues for SPVs. Structuring choices can materially affect net returns, so early tax analysis and, where appropriate, advance rulings from the Israel Tax Authority are common.
Yes. Foreign investors often participate through direct purchases, funds, or through SPVs. Cross-border investments raise issues such as foreign exchange rules, tax withholding, double tax treaties, regulatory notifications, and choice-of-law and enforcement considerations that should be addressed up front.
Timelines vary based on complexity, regulatory approvals, and due diligence. Simple private sales of receivables can close in weeks, while public securitizations, transactions requiring tax rulings, or deals involving regulatory approvals can take several months. Early planning and coordinated teams reduce delays.
Commonly requested materials include loan and receivable files, originator corporate documents, security documentation, registration evidence, historical performance data, financial statements, tax records, contracts with servicers, trustee agreements, and any regulatory correspondence. The more complete the initial package, the faster legal analysis proceeds.
Dispute resolution is governed by contract terms - many deals specify local courts, arbitration, or multi-jurisdictional arrangements. Enforcement against collateral follows the remedies available under Israeli law and any agreed acceleration or enforcement mechanics. Choice of forum and enforceability across borders are key negotiation points.
Look for experience in structured finance, securitization, banking, or capital markets. Relevant indicators include prior transactions, familiarity with the Israel Securities Authority and the Bank of Israel, tax competence, insolvency experience, and ability to coordinate cross-border counsel. Confirm language abilities, fee structures, and whether the lawyer has contacts with local courts and regulatory bodies.
- Israel Securities Authority - regulator for securities and public offerings.
- Bank of Israel - regulator for banks and certain financial activities.
- Israel Tax Authority - administers tax treatment relevant to structured finance transactions.
- Insolvency and Economic Rehabilitation authorities and published guidance on insolvency procedures.
- Land Registry - Tabu - for property title searches and registration confirmations.
- Professional associations - local bar associations and chambers of commerce that can help identify qualified lawyers and advisors.
- Financial industry associations and trade groups that publish market practice notes and standard documentation.
- Gather your transaction facts - list the assets, counterparties, proposed deal structure, estimated deal size, and intended investors.
- Engage a lawyer early - front-load legal work to identify regulatory, tax, and insolvency issues that affect deal feasibility and pricing.
- Prepare documentation - compile asset files, corporate records, security registers, and financial statements to accelerate due diligence.
- Consider a preliminary memo - ask your lawyer for a short legal memo that outlines risks, approvals needed, and recommended structuring steps before committing significant resources.
- Seek specialist advice where needed - obtain tax opinions, regulatory clearances, and solvency analyses for originators or SPVs.
- Negotiate key commercial terms and optional dispute resolution clauses that align with enforceability goals in Israel and any relevant foreign jurisdictions.
- Agree on fees and an engagement letter - confirm scope, deliverables, timeline, and billing arrangements with your lawyer before work begins.
Structured finance transactions require multidisciplinary legal work and careful local knowledge. If you are in Bnei Brak and considering such a transaction, start by consulting a lawyer experienced in Israeli structured finance, securities, tax, and insolvency matters to protect your position and to increase the likelihood of a successful closing.
