Thus, it is said that it is difficult to convince that it will be possible to carry out a bypass and that such a transaction will remain in place even if it has not received the necessary approvals; But what will we do, and reality invites us to special cases that require unconventional responses, and this is the current case.
In the circumstances of the case, Mr. Knafler and the company reached a settlement agreement, which received the force of a judgment. Mr. Knafler received his investment money back, and the threat of the deal with the Dayan Group was removed. Hence, there is no room to discuss the cancellation of the transaction with her, even if we assume that it should have been formulated in a special procedural procedure.
- However, we are not dealing with the realm of corporate law, which examines matters from the perspective of the company's internal perspective, but rather we are dealing with tort law. Does the fact that the proper procedure was not taken change the picture in terms of the directors' tort liability towards Mr. Knefler?
In accordance with the strict assumption that I assumed, the directors should have made sure that the transactions received the appropriate approvals, and they did not do so. Was this an injustice to Mr. Knefler? Does this matter justify a deviation from the results of the analysis so far, while imposing personal liability on them, when as far as the company is concerned and in the realm of corporate law, the transaction is valid and exists?
My answer is no. Even under the strict assumption, there will be no neighborly relationship between the directors and Mr. Kneffler, and there will be no legal status and personal legal rivalry, which could establish their personal liability.
- There are several reasons for this.
First, Mr. Knepfler himself is silenced from raising the claim, in light of his conduct. After all, the original deal of ADN with him was also not approved in the special procedure, nor did anyone suggest that the current transaction with him should be approved in such a procedure.