The meeting of the company's board of directors on November 3, 2016 shows that at the relevant time, the debt to Ravad was €2.6 million and to Schechter was €1 million (the words of the Chairman of the Board of Directors, Mr. Peretz, at p. 3; Appendix 46 to Knefler's affidavit). In addition, a debt of €1.9 million to Phoenix was noted, for which Mr. Nehemiah's personal guarantee was not given.
- Against this background, the transaction with Mr. Knepfler, as well as the transaction with the Dayan Group, benefited Mr. Nehemia personally. First, it would have freed him from the risk of realizing his personal guarantee for the company's debts, or would have significantly reduced him. Second, Mr. Knepfler's claim that after the partial execution of the transaction with the Dayan Group, Mr. Nehemia succeeded in selling 40% of the 60% controlling shares in the company for ILS 3 million. Hence, he has moved from a situation of personal risk due to substantial debts to a significant personal income. Third, Mr. Nehemia had another matter, which differed from that of the other directors, in view of his being a creditor of the company himself, both as a service provider and as someone who provided an owner's loan for its benefit. In 2016, he received a management fee of ILS 1,864,000 in his favor, and the company repaid an additional debt of ILS 472,000 in his favor.
- Is there a personal interest in the realization of the transactions as understood in the Companies Law? The expression "personal interest" is defined in section 1 of the Law as follows:
"Personal interest" - a person's personal interest in an action or transaction of a company, including a personal interest of his relative and of another corporation in which he or his relative has an interest, and with the exception of a personal interest deriving from the very holding of shares in the company, including a personal interest of a person who votes according to a power of attorney given to him by another person even if he has no personal interest, and the vote of a person who has received a power of attorney to vote on behalf of a person who has a personal interest will also be considered as a vote of the person with a personal interest. and everything, whether the discretion in voting is in the hands of the voter or not;