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Civil Case (N) 6110-12-22 State of Israel – The Center for the Collection of Fines, Fees and Expenses v. Nissim Baranes - part 3

May 19, 2025
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Against this background, the appellants' argument that the performance of a "reverse veiling" under section 6(b) of the Law is reserved for cases in which the company was fraudulently established in order to defraud the shareholders' creditors, should be rejected.  The language of the law does not support this proposition, and legislative history even supports the opposite conclusion (and this without losing sight of the existence of an echo of the argument that the conditions required for the lifting of the veil under section 6(a) of the law should be compared with those required under section 6(b) of the law - see Amir Licht, "Lifting the Veil and Deferring of Debt after Amendment 3 to the Companies Law: What Has Changed?", Corporations B(3) 65, 86 (2005), cited in the Texas case, at para.  4).  I will add that the fact that this is a case of lifting the veil in favor of the shareholders' creditors, also does not in itself limit the lifting of the veil to circumstances of fraud, and I will refer in this context to the words of Justice Sohlberg in the Levy case, that on the level of principle, according to section 6(b) of the Law, "there is no impediment to lifting the corporate veil of a company in order to collect debts of its shareholders from it.  and there is no need for the existence of rivalry between the creditor and the company" (ibid., v.  6)."

  1. In Civil Appeal 996/17 Texas Investments Company in Tax Appeal v. Sapardel Entrepreneurship Ltd., [Nevo], it was held:

"It should also be noted that the hostel in the Companies Law, which is relevant to this type of lifting of the veil, is not in section 6(a) of the Law, which deals with the attribution of 'debt of a company to a shareholder therein', but rather in section 6(b) of the Law.  This section has various uses, but for our purposes it is relevant to the possibility regulated in it to attribute a shareholder's duty to the company...  In the framework of section 6(b), the legislature left the court with discretion to examine whether, in the circumstances of each case, it is "just and correct" to lift the curtain of the incorporation, in accordance with the intention of the law or the agreement, as follows:

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