Third, it is worth mentioning the words of the Honorable Justice, as he was then called, Amit, that "not every 'excess connection' amounts to a 'personal interest,' but only a 'substantial excess connection.' To teach you that there are different levels of 'excess affinity,' and that there may be circumstances in which the 'interest' of a 'interested party' will not be so substantial and will not rise to the level of 'personal interest' " ( Vardnikov, at para. 97). As stated, we are operating under the assumption that we have before us a personal matter, but the circumstances described above show that even if it arises, it is not a matter of high severity. At a time when the only way to save the company from its creditors was to sell its assets. There was no other option. And here, every sale of assets would have been easier with the company and with Mr. Nehemiah. And there was no reason to refrain from promoting it.
Finally, it should be remembered that the special approval laws are intended, in essence, to protect the good of the company and the interests of the shareholders, including the minority shareholders, and those whose power is limited to influence its conduct. As the Honorable Justice Baron ruled, "The mechanism for approving stakeholder transactions set forth inthe Companies Law seeks to protect the company and its shareholders from making decisions that may harm their interests, due to a conflict of interest in which the decision maker is subjected and while preferring his personal interest" (Civil Appeal 7594/16 Adv. Molcho, Special Manager v. Mizrahi Tefahot Bank in a Tax Appeal (published in the databases [Nevo]; 2021; in paragraph 45 [emphases added])).
In the present case, no derivative of the "representative problem", which is the basis of the special certification laws, was established, and the decisions in dispute were all made in favor of the company and for practical considerations.
Mr. Knafler points to the improper procedure, according to him, in the decision-making. He claims that Mr. Nehemia had a personal interest in approving the transaction with the Dayan Group, and that not only was not the proper procedure taken for its approval, but that Mr. Nehemia himself even participated in the vote.