Israel produces more VC deals per capita than almost any other country, with several hundred institutional rounds closing each year. US venture funds, European family offices, diaspora investors, and strategic corporates participate in a large share of those rounds. Most arrive with term sheet experience from their home markets and then discover that Israeli deal documentation works differently — the governing statute is different, certain rights only bind third parties if they appear in the public articles of association, and market conventions on liquidation preference or drag-along triggers don't always match what a New York or London investor expects.
This guide covers the eleven clause categories that matter most in an Israeli startup term sheet. It assumes the reader already knows what a liquidation preference is conceptually but needs to understand how Israeli Companies Law 5759-1999 (the Hok HaChevrot) and Israeli market practice interact with each term.
1. What Is Binding vs. Non-Binding in an Israeli Term Sheet
An Israeli term sheet is generally structured as a letter of intent or memorandum of understanding (mazkeret havana), and the document itself typically states explicitly which provisions are binding and which are not. The economic terms — valuation, investment amount, ownership percentage, rights of preferred shareholders — are invariably expressed as subject to completion of due diligence and execution of definitive documentation. They do not create enforceable obligations.
That said, three provisions are almost always made expressly binding:
- Exclusivity (no-shop clause): The company agrees not to negotiate with or solicit offers from other investors for a defined period, typically 45–60 days. This is the most commercially significant binding provision; violation of it can give the investor a claim for damages.
- Confidentiality: Neither party may disclose the existence or terms of the term sheet. The company in particular may not publicize the proposed round or the investor's participation without consent.
- Cost allocation: The term sheet specifies who bears legal and due diligence costs if the deal does not close. Israeli market practice usually requires the company to reimburse a portion of the lead investor's legal fees if the company withdraws, subject to a cap (typically NIS 50,000–150,000 or USD 15,000–40,000, depending on round size).
Beyond these three, Israeli law imposes an important overlay: Section 12 of the Contracts (General Part) Law 5733-1973 creates a duty to negotiate in good faith. Once a term sheet is signed and the parties are in advanced negotiations, a party who withdraws unreasonably — not because of a legitimate due diligence finding but simply because they received a better offer elsewhere — may be liable in damages for the losses caused by the other party's reasonable reliance. This duty does not make the economic terms enforceable, but it does limit tactical withdrawal after the other side has spent significant resources on due diligence and documentation.
Israeli courts have awarded damages under Section 12 when a party signed a term sheet, allowed the other side to invest significant resources in due diligence and draft documentation, and then withdrew for reasons unrelated to the due diligence findings. The Tel Aviv District Court's Commercial Division (Beit Mishpat Mehoz Tel Aviv, Lishkat HaMishar) has treated signed term sheets as creating strong reliance obligations even where the document explicitly states it is non-binding. The practical lesson for investors: once you sign a term sheet and authorize the company to stop soliciting other investors, you have taken on a meaningful legal commitment regardless of the non-binding boilerplate. Do not sign until you are genuinely prepared to close, or negotiate a clear right to walk away within the exclusivity period with limited liability.
2. Preferred Shares and Share Classes Under Israeli Companies Law
Israeli companies create preferred shares — maniiyot bicharah — by amending their articles of association (takkanon) to establish a separate class of shares with rights superior to those of the ordinary shares held by founders. Under Section 20 of the Companies Law 5759-1999, a company may have multiple classes of shares with different rights as long as those rights are set out in the articles.
One thing that catches foreign investors off guard: in Israel, the articles of association are a public document, registered with the Registrar of Companies (Rasham HaChevrot) at the Ministry of Justice and accessible to anyone free of charge. This means the preferred share rights — dividend priority, liquidation preference, conversion ratio, voting multipliers — must all appear in the articles to be fully enforceable against third parties. Rights buried only in a shareholders' agreement bind the signatories but not an acquirer, a new investor, or a creditor who had no notice of the private document.
The shareholders' agreement (heskem baalei maniiyot) is a private contract between specific parties. When it contradicts the articles, the articles govern. A term sheet that creates rights only in the shareholders' agreement without tracking them through to amended articles is building on sand.
After an investment round closes, the company must file an amended takkanon with the Registrar of Companies within 21 days of the shareholders' resolution approving it, under Section 22 of the Companies Law 5759-1999. The Registrar's filing system accepts the amended articles electronically via the government's Tik HaChevra portal; the filing fee is approximately NIS 1,460 (2026 scale). Until those amended articles appear on the public register, the preferred share rights exist only contractually — meaning they would not bind a bona fide purchaser of the company who had no notice of the private agreement. A foreign investor should make it a condition of releasing the investment funds that the board resolutions, the amended articles, and the share allotment form (Form 8, Taofes 8) are all filed with Rasham HaChevrot — not just prepared and signed. Processing takes 3–5 business days once submitted.
3. Liquidation Preference
The liquidation preference defines what preferred shareholders receive before ordinary shareholders get anything when the company is sold, merged, or wound up. For early-stage investors it is usually the most economically consequential provision in the entire document.
Israeli market norms are fairly settled:
- 1x non-participating preferred is the strong market standard for Seed and Series A rounds. The investor recovers their invested amount first; if the exit price is large enough, the investor then converts to ordinary shares and participates pro-rata. If the exit price is low, the investor simply takes the preference and leaves nothing for ordinary shareholders.
- 1x participating preferred appears in some Series B and later rounds, particularly where the round structure has become more investor-friendly. Under this structure the investor takes the preference amount first and then also participates in the remainder alongside ordinary shareholders — a "double-dip" that can significantly disadvantage founders and employees at mid-range exit valuations.
- Multiples above 1x (e.g., 2x or 3x) are rare in early-stage Israeli deals. When they appear, they are usually in distressed situations or bridge rounds where the investor is taking meaningful downside risk.
A liquidation preference is typically defined to trigger not only on formal insolvency but also on any "deemed liquidation event" — a sale of substantially all the company's assets, a merger in which existing shareholders end up with less than 50% of the combined entity, or a transfer of control. This definition should be read carefully: an Israeli company can technically avoid triggering the preference by structuring an exit as a business transfer (ha'avarat esek) rather than a share transfer, and term sheets should be explicit that deemed liquidation covers both.
Suppose a foreign investor put NIS 5,000,000 into an Israeli startup at a Series A, acquiring a 25% stake, and holds a 1x non-participating liquidation preference. Three years later, the company sells for NIS 12,000,000. Under a 1x non-participating preference, the investor takes NIS 5,000,000 first, then decides whether to take the preference or convert: if converting, the investor would receive 25% × NIS 12,000,000 = NIS 3,000,000 — less than the preference. So the investor takes the preference (NIS 5,000,000) and the remaining NIS 7,000,000 goes to the ordinary shareholders. Under a 1x participating preferred, the investor would take NIS 5,000,000 first and then also receive 25% of the remaining NIS 7,000,000 = NIS 1,750,000, for a total of NIS 6,750,000. That additional NIS 1,750,000 comes directly out of what the founders and employees receive. At higher exit valuations the ordinary shareholders are much better off with non-participating preferred; the break-even depends on the specific preference multiple and percentage ownership.
4. Anti-Dilution Provisions
Anti-dilution provisions protect an investor's economic ownership percentage if the company later raises capital at a lower valuation than the current round — a "down round." They adjust the conversion ratio of the preferred shares so that the investor effectively receives more ordinary shares upon conversion, partly compensating for the value loss.
Two variants appear in Israeli term sheets:
- Broad-based weighted average: The most common form in Israeli deals. The conversion price adjustment is based on the weighted average of the old and new prices, taking into account all outstanding shares (including the option pool). The impact on founders is moderate. This is the market standard and the correct starting point in any Israeli term sheet negotiation.
- Full ratchet: The conversion price drops to whatever the new lower price is — regardless of how small the down round was. A single share issued at a penny triggers a full reset. This is aggressive, strongly disfavored by founders, and rare in early-stage Israeli deals outside of distressed situations. A foreign investor who insists on full ratchet anti-dilution is signaling market unfamiliarity and may lose a deal to a competitor offering better terms.
Anti-dilution provisions in Israel are set out in the articles of association as part of the conversion ratio formula for the preferred shares. They do not have a statutory basis in the Companies Law — they are entirely contractual. The clause must also address what counts as a "new issuance" that does not trigger the anti-dilution adjustment: issuances under the ESOP plan, shares issued as acquisition consideration, and shares issued to strategic partners are typically excluded.
Under the broad-based weighted average formula, if an investor paid NIS 10 per share and the company subsequently issues shares at NIS 6, the new conversion price is calculated as: (old shares × old price + new shares × new price) ÷ (old shares + new shares). If the company had 1,000,000 shares outstanding at NIS 10 and issues 500,000 new shares at NIS 6, the adjusted price = (1,000,000 × NIS 10 + 500,000 × NIS 6) ÷ 1,500,000 = NIS 16,000,000 ÷ 1,500,000 = NIS 8.67 per share. The Series A investor's preferred shares now convert at NIS 8.67 instead of NIS 10, giving them a higher share count upon conversion. The affected ordinary shareholders (founders, employees with vested options) bear this dilution directly. Most Israeli term sheets also include a "pay to play" provision requiring existing preferred investors to participate in the down round or lose their anti-dilution protection — a fair mechanism that prevents investors from claiming protection without putting fresh capital into the struggling company.
5. Drag-Along Rights
A drag-along right allows a majority of shareholders — typically a combination of the preferred shareholders and a majority of the ordinary shares — to require all other shareholders to sell their shares on the same terms when they approve a sale of the company. Without a drag-along, a minority ordinary shareholder (such as a small employee shareholder or an early angel investor) could block an otherwise-agreed sale, creating a holdout problem.
Drag-along rights in Israel are not governed by statute — the Companies Law 5759-1999 does not address them directly. They are entirely contractual, and they are enforceable only to the extent they appear in the company's articles of association. A drag-along provision that lives only in the shareholders' agreement and is not replicated in the articles cannot be enforced against a shareholder who is not a party to that agreement — for example, a former employee who holds unvested-converted shares, or a shareholder who acquired shares by inheritance.
Israeli market practice on who can activate the drag-along has evolved toward a three-party consent trigger:
- A majority of the board of directors approves the transaction;
- A majority of the outstanding preferred shares (voting as a class) approves; and
- A majority of the ordinary shares (excluding preferred shareholders on an as-converted basis) approves.
This three-lock structure prevents a scenario where preferred investors, who may have their full preference returned in a modest exit, drag common shareholders into a sale that is economically terrible for the founders and employees. A foreign investor should expect Israeli founders to push back on any drag-along trigger that allows preferred investors to unilaterally activate the drag without ordinary shareholder consent at sub-preference valuations.
To make a drag-along effective against all shareholders — including those who are not parties to the shareholders' agreement — it must appear in the company's articles of association (takkanon). In Israeli venture practice, the complete drag-along mechanism is therefore written into the articles amendment that accompanies the financing round. The shareholders' agreement cross-references the articles and may add procedural detail, but the substantive right — who triggers, what triggers, what notice is required, and that dragged shareholders must receive at least their pro-rata share of the proceeds — is in the articles. At the annual compliance filing with the Registrar of Companies (Rasham HaChevrot), which must be submitted by 31 January each year under Section 141 of the Companies Law (with a NIS 840 filing fee for timely submission; NIS 1,680 for late), the articles on file must accurately reflect the current drag-along structure. If the company has closed multiple rounds and amended the drag-along threshold in successive documents, make sure the articles on file at Rasham HaChevrot reflect the most recent version.
6. Tag-Along Rights and Right of First Refusal
Where drag-along rights protect investors who want to sell the whole company, tag-along rights (also called co-sale rights) protect investors who might be left behind when a major shareholder — typically a founder — sells their shares to a third party. The tag-along right allows the investor to "tag along" and sell a proportionate portion of their own shares in the same transaction, on the same terms.
In Israeli practice, tag-along rights are typically structured as follows:
- If a founder proposes to sell shares to a third party, the third party first must offer each investor the right to sell their proportionate share in the deal (a "cut-back" mechanism that reduces the founder's allocation to make room for the investors).
- Investors usually have 10–15 business days from receipt of the notice to exercise the tag-along right.
- The founder cannot close the sale to the third party until the tag-along process has been completed.
Most Israeli term sheets also include a right of first refusal (ROFR) — the right to purchase the selling shareholder's shares on the terms offered by the third party before those shares can be sold to the outsider. The ROFR and the tag-along are often sequential: the investor first decides whether to buy the shares (ROFR), and only if they decline do they exercise the tag-along option to participate in the sale. The ROFR must also be in the articles of association under Section 308 of the Companies Law to bind all shareholders.
Secondary share sales — where a founder sells existing shares (rather than the company issuing new shares) — have become common in Israeli late-stage rounds. Many Israeli founders use secondaries to achieve partial liquidity before an exit. From an investor's perspective, an unregulated founder secondary can shift the founder's incentive alignment if the founder cashes out significant personal wealth and is no longer as motivated to maximize the company's exit value. Israeli term sheets at Series B and beyond increasingly include a lock-up provision — typically preventing founders from selling more than 10–20% of their total shareholding in a secondary without investor consent — alongside the ROFR and tag-along. An Israeli attorney can advise on whether a proposed secondary sale at a specific valuation will trigger Israeli tax on the gain at the time of transfer (yes, it will — under Section 91 of the Income Tax Ordinance at the applicable capital gains rate of 25% for individuals) and whether the Israel Tax Authority requires an advanced tax ruling on the transaction.
7. Pro-Rata Rights and Pre-emptive Rights
Pro-rata rights (also called participation rights or follow-on rights) give an investor the option, but not the obligation, to invest in future rounds at the same price offered to new investors — enough to maintain their current ownership percentage on a fully diluted basis. The right is purely protective: you can sit it out and accept the dilution if the new round terms don't appeal to you.
Two forms appear in Israeli term sheets:
- Standard pro-rata right: The investor may invest up to their then-current percentage ownership. If the investor holds 10% of the company, they may invest up to 10% of the new round.
- Major investor pro-rata (super pro-rata): Granted to larger investors. The investor may invest more than their percentage — for example, up to 20% of the new round even if they hold only 10% of the company. This is a meaningful concession to lead investors and increases dilution for ordinary shareholders.
Under Section 289 of the Companies Law 5759-1999, existing shareholders of an Israeli company have a statutory pre-emptive right to participate in new share issuances. However, this statutory right can be waived by a resolution of the general meeting of shareholders or by a provision in the articles of association. Almost all venture-backed Israeli companies amend their articles to replace the Section 289 statutory right with a contractual pro-rata right that is better-defined and more practical than the statutory default.
In Israeli market practice, the company must deliver a pro-rata notice to all investors entitled to participate in a new round at the same time as it delivers the term sheet to the lead investor, or no later than 10 business days after the term sheet is signed. The notice must specify the price per share, the round size, and each investor's maximum allocation. Investors typically have 10–21 business days to exercise. If the round is oversubscribed — more investors want to exercise than the round can accommodate — most Israeli term sheets include a reallocation mechanism giving the lead investor and any "super pro-rata" holders priority, with the remainder allocated pro-rata among exercising investors. An investor who receives a pro-rata notice and wants to exercise should do so in writing within the stated period and should confirm with the company's legal counsel that the exercise notice has been received. Failure to exercise the pro-rata right in time generally constitutes a waiver of that right for that particular round, though the right remains available for future rounds.
8. Veto Rights and Protective Provisions
Veto rights — called protective provisions in most term sheets — give preferred shareholders the power to block specified company actions without their class consent. What makes them worth negotiating carefully is that they persist even after your economic ownership has been diluted by subsequent rounds. They are the mechanism that keeps a minority investor relevant in the company's major decisions.
The protective provisions you will typically see in an Israeli term sheet cover:
- Any amendment to the articles of association that adversely affects the preferred shares;
- Any authorization or issuance of shares that rank equal to or senior to the existing preferred shares;
- Any sale, merger, or liquidation of the company (the "deemed liquidation" events);
- Any change in the composition, size, or voting threshold of the board of directors;
- Any incurrence of debt above a specified threshold (typically NIS 2,000,000–5,000,000 for early-stage Israeli companies);
- Any dividend distribution that would reduce the company's cash below a specified operating reserve;
- Any transaction with an affiliate or related party of the founders above a specified materiality threshold.
Under Section 46 of the Companies Law 5759-1999, the rights of a class of shares — including veto rights for that class — are protected: a company cannot alter those rights without a special resolution of that class. This means that once preferred share veto rights are established in the articles, they cannot be stripped away by an ordinary general meeting resolution; a class meeting of the preferred shareholders must also approve the change. This statutory protection is in addition to whatever veto mechanics the term sheet builds into the articles.
Israeli Companies Law has its own mandatory framework for transactions between an Israeli company and its interested parties (ba'alei inyanim) — primarily controlling shareholders, directors, and officers. Under Sections 255–275 of the Companies Law 5759-1999, "extraordinary transactions" with interested parties require approval by the audit committee, the board, and in some cases the general meeting. For a private company, these rules apply but the general meeting requirement can be modified by the articles. A well-structured Israeli term sheet will include contractual related-party veto rights in addition to the statutory framework — not instead of it — because the statutory audit committee/board approval process can be subject to conflicts when the interested party also controls the board. The investor's contractual veto right, exercisable independently of the board, provides a cleaner enforcement mechanism. If a proposed transaction with a founder or affiliated entity has a total value above NIS 1,000,000, the investor should require written investor consent regardless of the statutory approval process.
9. Board Composition and Investor Representation
The board of directors of an Israeli private company is governed by Sections 92–115 of the Companies Law 5759-1999. Directors are elected by the shareholders at the general meeting, subject to any special appointment rights the articles of association may confer on specific shareholders or share classes.
Israeli venture term sheets typically establish a board of three to five directors for early-stage companies, divided roughly like this:
- Founder directors: The CEO and one or two other founders hold permanent board seats through the articles, removable only by the ordinary shareholder majority.
- Investor director: The lead investor, as the holder of the preferred shares, has the right to appoint one director — and remove and replace that director without a general meeting vote — through a class right in the articles. This is the investor's seat at the table.
- Independent director: Many Israeli term sheets at Series A include a provision for one independent director, to be mutually agreed between the founders and the lead investor. Independent directors provide a tie-breaking mechanism and signal governance maturity to future investors.
Worth flagging for any foreign investor appointing a director for the first time: under Section 240 of the Companies Law, a director of an Israeli company owes fiduciary duties to the company, not to the shareholder who put them there. Your director cannot simply vote how you instruct them — they are legally required to act in the company's best interests. Most investor-director relationships work fine commercially without this ever becoming an issue, but an investor who treats their board seat as a direct control mechanism will eventually be surprised by an Israeli court's view of the matter.
To appoint a director to an Israeli company, the company must file Form 10 (Taofes 10) with the Registrar of Companies within 14 days of the appointment, under Section 126 of the Companies Law. The form requires the new director's Israeli identity number (or passport number for foreign directors), address, and a declaration that they are not disqualified from serving as a director under Section 226 (e.g., a person who has been convicted of certain fraud offences in the 5 years preceding appointment is disqualified). For a foreign director based outside Israel, the form is filed using their passport number. Where the investor-appointed director will simultaneously hold an economic interest in the investor fund, they must declare that interest at the first board meeting they attend under Section 269 of the Companies Law; a failure to declare a personal interest before a vote renders the resolution voidable. A foreign director serving on an Israeli company's board who participates in decisions on transactions where they have an undisclosed conflict of interest — even a transaction that is favorable to the company — can be personally liable under Section 252 for breach of fiduciary duty.
10. ESOP Pool and the Impact on Foreign Investor Dilution
Employee share option plans (tochniot optzia) in Israel are regulated primarily by Section 102 of the Income Tax Ordinance [New Version] 5721-1961, which provides a tax-advantaged framework for granting options to Israeli employees. A foreign investor's economic stake is directly affected by the size and timing of the ESOP pool.
In Israeli term sheets, the ESOP pool is established or topped up before the investment is priced, which means the dilution comes out of the pre-money valuation. When a term sheet says "pre-money valuation of NIS 40,000,000 on a fully diluted basis including a 15% ESOP pool," that pool dilution is already baked into the price. Investors generally prefer this structure because the effective price per share already accounts for future option grants rather than diluting everyone after the round closes.
The ESOP terms worth checking in the term sheet:
- Pool size: Typically 10–15% of the fully diluted share capital at the round. Larger pools are negotiated at later stages.
- Vesting schedule: Israeli startups generally use a four-year vesting schedule with a one-year cliff — the first 25% of options vest after 12 months, then monthly or quarterly thereafter. Accelerated vesting on a change of control (single or double trigger) should be addressed in the term sheet.
- Section 102 track: Most Israeli companies elect the "capital gains track" under Section 102(b)(2), which taxes employees at a 25% capital gains rate rather than ordinary income — but only if options are held in a trustee structure for at least 24 months. The term sheet should confirm which track will be used.
- Repurchase of unvested shares: When a founder leaves, does the company have the right to repurchase unvested shares at cost? In Israel, this is contractual — the term sheet should specify whether unvested shares are subject to repurchase and at what price.
For options granted under the Section 102 capital gains track to qualify for preferential taxation, the company must have registered a trustee (neeman*) with the Israel Tax Authority (Rashut HaMisim) at least 30 days before the first grant under the plan. The trustee — typically a specialist trust company approved by the ITA — holds the options (and ultimately the shares upon exercise) throughout the vesting period and for 24 months post-exercise to preserve capital gains treatment. If a company grants options before the trustee is registered, those options do not qualify for Section 102 treatment. The registration involves submitting a 102 plan approval request to the ITA's Technology Unit (Yehidat HaTechnologiya) at the Tel Aviv Tax Center, which processes registrations in approximately 4–6 weeks. A foreign investor reviewing an Israeli startup's cap table should ask to see the company's Section 102 plan registration confirmation from the ITA to verify that the outstanding options are properly structured — unregistered options create phantom tax liability for the employees and a practical issue in any future exit where purchasers perform tax due diligence.
11. Governing Law and Dispute Resolution
Foreign investors often ask whether they can govern their investment documents under Delaware or English law rather than Israeli law. The short answer is: it depends on how the deal is structured.
- If the investment is a direct investment in an Israeli private company (chevra beervah mugbelet), the company itself is constituted under Israeli law and regulated by the Israeli Companies Registrar. The articles of association, the rights of shareholders, the obligations of directors, and the company's internal governance are all Israeli law matters. Choosing foreign law for the shareholders' agreement does not change this — an Israeli court or the Registrar will apply Israeli Companies Law to the company regardless of which law the shareholders' agreement selects.
- If the investment is structured through a Delaware holding company that wholly owns the Israeli subsidiary — a common structure used by Israeli tech startups seeking US venture investment — the term sheet and investment agreements can be Delaware law documents. The Israeli subsidiary's own articles remain Israeli law, but the investor's equity is in the Delaware parent company.
For direct investments in Israeli companies, Israeli law is typically chosen. Dispute resolution in Israeli corporate matters is handled by the Commercial Division of the Tel Aviv District Court (Beit Mishpat Mehoz Tel Aviv, Lishkat HaMishar), which has experienced judges in venture and corporate disputes. Many Israeli term sheets also include an arbitration clause specifying arbitration in Israel under the Israeli Arbitration Law 5728-1968, administered either by the Israeli Chamber of Commerce arbitration tribunal or the Israeli Institute of Commercial Arbitration (IICA) in Tel Aviv, with typical proceedings completed in 9–18 months for commercial disputes of this nature.
A foreign investor seeking to enforce a shareholders' agreement right against an Israeli company in an Israeli court will generally find the Israeli judiciary receptive to commercial rights claims. The Tel Aviv District Court's Commercial Division is the venue for company-related disputes under Section 393 of the Companies Law, and judges there routinely grant interim injunctions (tzav tzavani) in shareholder-rights cases — including injunctions blocking a share issuance that would breach the anti-dilution provisions, or blocking a sale that was triggered without proper drag-along notice. The timeline from application to a first hearing on an urgent injunction request is typically 3–10 business days in straightforward cases. An Israeli attorney with standing in the Tel Aviv courts must file the motion; a foreign law firm cannot appear before an Israeli court directly. Court filing fees for commercial disputes vary: a claim for an injunction relief alongside monetary claims up to NIS 10,000,000 currently attracts a filing fee of approximately NIS 2,860 plus a percentage component under the Court Fees Regulations 5747-1987.
