1. Adv. Jan S. WimpfheimerS. Wimpfheimer, Aronoff & Co.March 8, 2011 077 667 0700 [email_address]

2. Top Ten legal issues confronting Israel companiesdoing business in the US 3. Different levels of government

U.S. Federal

States

County and City

4. Corporate Documents

Certificate of Incorporation and By-laws.

Publication of Governing Documents.

No limit of owners for private company.

Owners NOT publicly listed.

Entities are state-incorporated.

5. Officers and Signature Rights

In U.S. companies, the Board appoints executives as officers.

CEO, Vice President, etc.

Officers have de facto signature rights on companys behalf.

Directors do NOT have such rights.

6. Limited Liability Companies

Not a company and not a partnership.

Best aspects of both.

Has gained respect since introduced in early 90s.

Series LLCs.

7. Auditor

No requirement for audited financial statements for U.S. entities.

8. Tax Returns

Every entityandindividual must file a U.S. tax return every year.

9. Affiliate Transfers

Transfers of assets and businesses among affiliated entities.

Not taxable events.

Not subject to capital gains tax.

Often even if not 100% common ownership.

10. Credit Cards

Credit card issuers give credit to customers who dont bank with their affiliates.

Other than traditional Amex cards, monthly payments may be less than outstanding amount!

Multiple cards for minimal annual fees are common.

No monthly or transactional fees (other than foreign exchange and advances).

11. Loans and Collateral

Changing market in U.S. much harder than it used to be.

Lenders give credit to customers who do not bank with their affiliates.

Collateral need not be signed over to banks name.

Security interests and UCC forms.

12. Good Faith

In the US, there is no statutory duty to act in good faith with third parties.

General notions of fair dealing still apply, but not the same.

13. THANK YOU This presentation includes general information and should not be regarded as legal advice. For more information about the issues included in this presentation, please contactJan S. Wimpfheimerdirectly. This invitation to contact is not a solicitation for legal work, and any new attorney/client relationship will be confirmed in writing. 077 667 0700 [email_address]