As for the engineering transaction, it is claimed that the special manager himself does not claim that this transaction harms the best interests of Hefziba Engineering, but only because it did not benefit the company while it benefited its controlling shareholder (Mordechai Yona). Even if this argument is correct, the bank's position is not sufficient to establish Heftziba Engineering grounds for cancelling an engineering transaction against the bank.
Discount Bank, for its part, insists that in the circumstances in which you BTB Discount was approved by all the shareholders of Hefziba Investments, there is no basis for the claim that the transaction is ostensibly harming the company's interests. The bank's position was that even the transaction was detrimental to the company's best interests - This did not establish for the Special Director grounds for cancellation by virtue of Section 281 Law The Friendship, since the test of the company's best interest is not one of the foundations of the grounds for cancellation set forth in this section; And that's not for nothing. According to the bank's approach, it is not appropriate to impose on a third party entering into a transaction with a company the risk arising from the question of how this transaction affects the best interests of the company with which it has contracted. In the meantime, Discount Bank emphasizes that the question of the company's best interest is an internal and complicated issue; that the starting point is that there is a presumption of propriety in favor of a third party; and that the rule is that the court will also refrain from intervening in transactions approved by the company according to the mechanism set forth in the law. In any event, according to the claim in the present case, it has not been proven that the BTB Discount harmed the company's interest, or was intended for an illegal purpose, or because it detracted any asset from the company's asset portfolio; The Bank emphasizes that the claim regarding the "power of attorney" of Hefzibah Investments' financial statements for the year 2005 was made in vain, without the support of an appropriate economic opinion, and it lacks factual basis.
- Both Mizrahi Bank and Discount Bank claim that even if the special manager had the right to cancel the back-to-back transactions or the engineering transaction, this right cannot be exercised with such considerable delay - More than a decade after the completion of the transactions and more than seven years after the appointment of the special manager to the position. In addition, the cancellation of the transactions requires the restoration of the state of affairs that preceded them - Thus, in any case, it is not possible to leave in the coffers of Heftziba Investments and Hefziba Engineering the sums that were forfeited from their accounts; This is sufficient to reject the appeals filed by the Special Director.