When examining the relationship in society, and especially in a private company, a number of clarifications are required. In general, a company does not owe fiduciary duties to the shareholders. Officers of a company have duties of trust and care towards the company (sections 252 and 254 of the Companies Law). The Companies Law does not impose on officers duties of trust towards the shareholders directly, and therefore a shareholder who claims a breach of fiduciary duties towards the company is limited to filing a request to force the company to stand up for its rights. However, in special situations, it is also possible to recognize the direct fiduciary duties of the officers towards shareholders, and especially towards minority shareholders (see, for example, Civil Appeal 741/01 Kot v. Estate of the late Yeshayahu Eitan, IsrSC 57(4) (2003); Civil Appeal 2718/09 "Gadish" Provident Funds in Tax Appeal v. Elsint in Tax Appeal [Nevo] (May 28, 2012); Civil Appeal 3417/16 Fineros Holdings in Tax Appeal v. Class Plaintiff Dov Goldstein [Nevo] (July 12, 2021)).
In special circumstances, there may also be fiduciary duties of one shareholder towards the other. In particular, the imposition of a fiduciary duty on a majority shareholder towards the minority shareholders was recognized, when it comes to a minority company that operates as a kind of partnership, in which the shareholders are "quasi-partners" in the company (see Civil Appeal 7735/14 Radnikov v. Elovitch, paragraph 52 ff. of the judgment of the Honorable Justice Amit [Nevo] (December 28, 2016); Civil Appeal Authority 5337/17 Katz v. Katz, para. 21 [Nevo] (July 31, 2017); Civil Appeal 9308/20 Acre Tax Assessor v. Beit Hussen in Tax Appeal [Nevo] (13/2/2023), and compared it to the duty of every shareholder in a company to act in exercising his rights and duties towards the other shareholders in good faith and in an acceptable manner, which is set forth in section 192 of the Companies Law, and constitutes a norm of conduct to a lower standard).