These words are particularly valid and powerful in our case - When not only did the shareholders agree to the decisions of the officers, but the shareholders and officers are one. Mordechai Yona conducted the back-to-back transactions as Chairman of the Board of Directors of Hefziba Investments and as the owner of the company; He also executed the engineering transaction as chairman of the board of directors of Hefziba Engineering and as its owner. It should be noted that these are two private companies that were wholly owned by Mordechai Yona and his wife. The identity between the shareholders in the companies and the decision makers in the company in itself dispels the concern of a conflict of interest on the part of the officers (Mordechai Yona and Boaz Yona) - And for this reason, too, there is no point in strictly adhering to the approval mechanism (see and compare: the judge's words v. Solberg OnCivil Appeal 6041/15 The forearm on appeal Taxes N. Müller, [Posted inNevo] in paragraphs 6-9 of his opinion (September 25, 2016)).
- I did not lose sight of the Special Manager's argument that the transactions should not be considered as approved by All Shareholders in Companies - This is in circumstances in which only Mordechai Yona signed the engagement documents and there is no prima facie evidence of his wife's consent to these transactions; However, this argument is also subject to rejection. The distinction between Mordechai Yona's case and that of his wife, with regard to their holding of the shares of Heftziba Investments and Heftziba Engineering, is artificial in the circumstances of the case.
Definition of "Possession" In the section 1 Law The Friendship, which refers to this definition In the section 1 Law Securities, 5728-1968, indicates that "When it comes to possession or purchase by an individual - An individual and his family members who live with him will be seen, Or you made a living for one over the other, As one person"; It should also be clarified that this definition also applies in relation to "Voting power" (hereinafter: The Presumption of Possession). This presumption is based, among other things, by the perception that such close family members have common economic interests that lead them to present a united front in matters relating to society (see: Civil Appeal 645/04 Ben Shushan v. First International Bank Ltd., [Posted inNevo] paragraph 32 (30.4.2009)). In the present case, it was not argued at all, and in any event, it was not proven that the presumption of possession in the case of the Yona couple does not apply; And there is no basis for believing that the manner in which Mordechai Yona made decisions related to the management of the companies was done contrary to Hefziba Yona's opinion, and the same is true with regard to back-to-back transactions and engineering transactions.