At the end of the transfer of the shares, the company's shares remained listed as follows: Greenberg 60%, the plaintiff 30%, the late Adv. Gary Aviv 10% (see the company document attached as Appendix 3 to the statement of claim).
The Ottoman Settlement [Old Version] 19165. The letters of claim show that Greenberg managed the company himself and was registered as the sole director of the company. It also turns out that the company has no activity other than to hold the commercial building and rent it to various tenants. It also turns out that over the years, the company's profits were distributed as dividends to the shareholders, so that the deceased, and later the plaintiff, received 30% of the profits (paragraph 37 of the statement of claim in the Greenberg Properties case).
12-34-56-78 Chekhov v. State of Israel, P.D. 51 (2)
- The claim in case 48283-07-23 (Kedem claim) deals with additional business relationships in which the deceased and Greenberg were involved. The letter of claim indicates that Har Yarok Investments, which was wholly owned by Greenberg, in partnership with High Loft Tozeret Haaretz Ltd., entered into a transaction for the purchase of rights in real estate located in Tel Aviv at 2 Ben Gamliel Street (hereinafter: The Ben Gamliel Project). In order to finance the purchase of the land, the Har Yarok Company approached the deceased in order to provide it with loans. It also turns out that Kedem Be'erot Ltd., which was controlled by Greenberg, through the Har Yarok Company, was engaged in a project to build a banquet hall and celebrations in the complex ONE in the settlement of Be'erot Yitzhak. On November 4, 2014, an agreement was drawn up and signed between Har Yarok, Kedem Be'erot and the deceased, which was called an investment agreement (Appendix 3 to Kedem Be'erot's claim). According to the investment agreement, the deceased undertook to provide Har Yarok, for the purpose of purchasing the land in the Ben Gamliel project and for its part in the construction of the Kedem Be'erot project, a loan in the total amount of ILS 1,500,000. In return, it was agreed that the deceased would receive 10% of the profits of the Kedem Be'erot Company and 10% of the land in the Ben Gamliel complex (clause 6 of the investment agreement).
Later, in March 2016, the parties reached another agreement replacing the terms of the investment agreement. In accordance with the agreement from 2016, the deceased was allocated 10% of Kedem Be'erot shares (hereinafter: the allocation agreement). It was also agreed that the loans given by him to Har Yarok would be registered as owners' loans in Kedem Be'erot without an agreed repayment date (clause 4 of the agreement). It was also agreed that the deceased would benefit from 10% of Kedem Be'erot profits (clause 5 of the allocation agreement).
- It should also be noted that at some point (no date was recorded), another agreement was made between the shareholders of Kedem Company, in which it was agreed to allocate the shares between the various companies mentioned therein. This agreement did not change the deceased's share in the company's shares, and they remained 10% of the paid-up capital. Initially, the deceased's shares were held in trust by the Har Yarok Company, but were eventually transferred to him. Upon the deceased's death, his shares were transferred to the plaintiff.
- At the end of the proceeding, the shares of Kedem Be'erot are held as follows: Companies controlled by Greenberg - S.A.G.M. Streamlining and Project Management Ltd., Shlomo Greenberg Accountant, Greenberg & Schneor Development & ConstructionTax Appeal Together 90%; The plaintiff is 10%. The only director of Kedem Be'erot is Greenberg.
The Proceedings
- The plaintiff, who holds 30% of the shares of Greenberg Properties and 10% of the shares of Kedem Be'erot, was of the opinion that the affairs of the companies were conducted in a manner that deprived her of her rights, and therefore she filed two lawsuits in this court. In both claims, the plaintiff petitioned for remedies to remove discrimination according to Article 191 The Companies Law, 5759 - 1999 and for additional remedies, including the provision of accounts.
Copied from Nevo10. In the Kedem Be'erot lawsuit, which was filed against Greenberg, Har Yarok Investments in a Tax Appeal and Kedem Be'erot Yitzhak Ltd., it was argued in summary that although the plaintiff is a shareholder in Kedem Wells, does not actually have any information about the company's conduct and financial situation, and it does not know why it does not receive dividends from it. It was also claimed that the rights in the land had been exercised Probably In 2015 Hall The deceased did not receive payment for his share of the sale profits or the proceeds of the property.
- In the Greenberg Properties lawsuit, the plaintiff petitioned for similar remedies to remove discrimination, including the provision of accounts, and for the appointment of her daughter Galit as a director of the company (paragraph 83 of the original statement of claim). In the statement of claim, the plaintiff claimed that the defendant was doing his part in the company, because it was forced Sign on documents intended to present artificial transactions, and that Greenberg was illegally taking money from the company.
- In both claims, a fee was paid according to Regulation 3 of the Courts Regulations (Fees), 5767-2007, i.e., a fee in the amount of Fixed which is suitable for a claim for the provision of remedies that cannot be financially assessed. Both claims were transferred to my caregivers. On July 24, 2023, it was given in a civil case 48283-07-23 A decision in which I determined that the plaintiff is petitioning in her claim for operative remedies and not just declaratory ones, and therefore she must pay a fee in accordance with the value of the remedies sought by her. The next day, a decision was also made in a civil case 48347-07-23, which refers to the aforesaid decision of July 24, 2023, in which the plaintiff was also asked to announce whether she wishes to amend the statement of claim and petition for relief of providing accounts only, or whether she intends to insist on all the remedies detailed in the statement of claim and pay the fee accordingly.
- On August 21, 2023, the plaintiff announced that she intends to file amended statements of claim in both cases, and these were filed on August 24, 2023. In the title of the statement of claim, it was noted that the remedies requested in the framework of the claims are remedies for removing discrimination that cannot be assessed in money, and therefore the amount of the fee remains the same.
- On September 14, 2023, the plaintiff filed a civil case 48347-07-23 Application for temporary relief to prevent disposition in the assets of Greenberg Properties and for the immediate appointment of her daughter to the company's board of directors. The application was filed ex parte. In my decision of September 15, 2023, I determined that there is no room for granting the requested remedies ex parte, and I set the motion for hearing, while clarifying that the respondents must refrain from taking any action that deviates from the company's ongoing operations. At the end of the day, and after the hearing was postponed in light of the events of the October shiva, they agreed The Parties on the appointment of a director on behalf of the plaintiff, and on granting the director the right to review all documents as detailed Section 265 Companies Law, On the submission of all documents as detailed Sections 184-185 of the Companies Law for the plaintiff's review, and the continued management of Greenberg Assets in accordance with the powers set forth in the law and the company's articles of association (decisions of 6/11/2023 and 7/11/2023). It was further agreed that the examination of the documents will be limited only to the period from the date of the deceased's death.
- On September 18, 2024, defendants 1 and 2 filed a civil case 48347-07-23, Greenberg & Company Greenberg Properties, a motion to dismiss the lawsuit in limine. According to them The plaintiff allegedly acted in accordance with what was stated in the decision of August 25, 2023 and amended the statement of claim, but did not Estimated the value of the remedies requested by her and she did not pay a fee accordingly.
- A similar request to dismiss the lawsuit in limine was also filed in a civil case 48283-07-23. The motion in this case further argues that the lawsuit against Greenberg and Har Yarok should be dismissed out of hand, even since the plaintiff has no rivalry with them, taking into account that the accounts are requested from Kedem Wells and that Greenberg himself and Har Yarok are not shareholders in Kedem.
- In accordance with the agreement, Ms. Galit Yaakov, the plaintiff's daughter, was appointed to serve as a director of Greenberg Properties. On September 30, 2024, the plaintiff filed a motion in the Greenberg Properties lawsuit, in which she claimed that despite the agreements and despite the court's decisions as detailed above, she had not been provided with all the requested documents, and therefore petitioned for orders for discovery and review of the documents.
- In a hearing held on October 10, 2024 in the Greenberg Properties lawsuit, counsel for the plaintiff reiterated the request to review the company's documents, and counsel for the defendants reiterated that the plaintiff's claim should be dismissed out of hand. Counsel for Greenberg Properties claimed that the plaintiff and its director were provided with all the documents to which they are entitled under the law. It was also argued that the director's right to inspect the documents can be restricted if it turns out that the demand for review is tainted by bad faith. Accordingly, it was argued that acceding to the director's demands was liable to harm the company and its image at the bank, and that the plaintiff and her daughter were acting in bad faith and in a "fishing spree" in order to create causes of action for the deceased and his heirs.
- At the end of the hearing, it was suggested that the claim be presented only as a claim for the payment of accounts, while preserving the plaintiff's right to take legal proceedings, if she deems it appropriate to do so after reviewing the documents, including once again claiming remedies to remove discrimination. Counsel for the defendants agreed to the offer and the plaintiff asked for a stay.
- After a short time, an agreement was reached between the parties and dates were set for the submission of arguments. An identical agreement to present the claim as a claim for the provision of accounts only was also reached in the Kedem Be'erot suit, and therefore the parties were given time to submit their arguments regarding the provision of accounts in this claim as well.
Although there is a difference between the proceedings, both with regard to the factual background and in view of the fact that Greenberg Properties appointed the plaintiff's daughter as a director, I have reached the conclusion that it is appropriate and correct to decide the two claims for the provision of accounts together.