On November 21, 2024, the International Criminal Court issued arrest warrants against the Prime Minister of Israel at that time, Benjamin Netanyahu, and the former Israeli Minister of Defense, Yoav Galant, ludicrous warrants accusing the State of Israel, which was the victim of an attempted genocide by the Hamas terror organization on October 07 , 2023, in the same offense committed against it - similar to issuing an arrest warrant against a rape victim for assault of the rapist because she dared to resist and scratched the rapist - but also orders that prove the obvious: those who, instead of listening to their legal advisor and acting according to him instructions, prefer to attack him and the Court, may find themselves accused of things they never did. The warrants are a stain on the Court, which promotes terrorism instead of fighting it, but they are also an excellent example of how almost any possible legal and administrative error can be made.
No, this is not an article against the Netanyahu’s sixth government (as of December, 2022, and including during the October 7, 2023, massacre) or against the coup attempt that is trying to turn Israel into a fascist country, and no, this is not an article in favor of the Israeli law agencies fighting against corruption at the same time that they are forced to fight to preserve the State of Israel as a growing Western economy in a democratic country. This is an article in corporate law that explains the obvious: when a manager acts against the advice of legal advisors or without legal advice at all, his suitability for the position must be considered. When a manager tries to terminate the position of the legal advisor so that he doesn't get in the way, it is necessary to carefully examine the suitability for the position not only of the legal advisor (and it is certainly possible that the manager is right and the legal advisor is not fit to serve in the position) but also of the manager himself.
The Israeli Companies Law stipulates an obligation for every company to appoint an auditor who will audit its annual financial statements and review them. The law does not establish an obligation to appoint a lawyer and instead establishes an obligation for the directors to act diligently and for the benefit of the company and by virtue of this obligation it can also be understood that they must receive appropriate legal advice. This becomes most important when managers or control holders commit criminal offenses. Thus, for example, in January 2016, the Supreme Court rejected an appeal against a verdict that convicted officials of the Peled-Givoni Group after it was found that not only did Rafael Peled not seek advice in time, but even when he did seek advice, he "did not provide all the relevant information to the officials with whom he consulted, including lawyers and accountants who worked for the group or advised it." That is, it is not enough to consult, but the consultation should be a true and complete consultation, after providing the legal advisor with all the relevant information.
Committing criminal offenses due to failure to receive legal advice (and sometimes due to ignoring legal advice) naturally exposes the manager to personal liability - civil or criminal (including when the manager does not make required decisions or does not implement an internal enforcement plan that will ensure that managers and employees comply with the law - similar to a prime minister who prefers to ignore calls for genocide by ministers in his government and to ignore the recommendations of the Attorney General on how to act to avoid international arrest warrants, for example by setting up a State Commission of Inquiry), but more importantly, he also put the corporation at risk (and for example, the orders of the Court in The Hague are not only a personal stain on Benjamin Netanyahu but on the State of Israel). Thus, for example, in 2007 the Supreme Court convicted of antitrust offenses not only the CEO of Tnuva, Yitzhak Landsman, but also the corporation itself and rejected the contention that they acted on legal advice, because in order for legal advice to constitute a defense it must be based on the full relevant factual infrastructure; a person who wishes to receive a legal opinion must contact a lawyer with expertise in the field; the legal advice must be serious on its face; it is appropriate that the opinion should usually be in writing and above all, the legal opinion will assist as a defense for the company and the managers only if they acted in good faith and complied with the instructions of the legal advice and did not ignore them.
In conclusion, legal advice is sometimes a factor that seems to get in the way, but good advice can not only generate value for a company (by building the right business structures, therefore it is important for a business to always be accompanied by a legal advisor with expertise in mergers and acquisitions) but also prevent malfunctions that will damage not only the value of the corporation, but may also create personal liability - criminal or civil - for the managers.