Mordechai Yona and Heftziba Yona should therefore be regarded as "one person" as the presumption of possession in the law, with respect to their holding of the shares of Heftziba Investments and Heftziba Engineering, including for the purpose of voting at the general meeting of these companies; At the very least, Heftziba Yona should be seen as having beautified her spouse's power to act on her behalf in connection with the management of the business of Heftziba Group companies. In any event, if the special manager wanted to contradict the obvious conclusion, according to which the back-to-back transactions and the engineering transaction were made with the consent of the two shareholders in the companies (whether explicit or implicit) - He had to present evidence to the contrary, and among other things, he could have summoned Hefzibah Yona to testify. However, the Special Manager did not do so, nor did he present any reason for it, and therefore there is no basis for ordering the transactions to be null and void, even if the prescribed approval process was not followed in relation to them In the section 272 to the law.
- So and so on. I have discussed at length above that the purpose of the approval procedure for stakeholder transactions set forth in the law is The Friendship, she That such transactions be approved by an organ of the company that is free of conflict of interest and on the basis of full disclosure. In the circumstances of the present case, and in view of the holding and management structure of the companies in the Hefziba Group, it is clear that with regard to back-to-back transactions and engineering transactions, approval from an independent organ was not achievable in any case - Even if the approval mechanism was carried out as written. Heftziba Investments and Heftziba Engineering are, as mentioned, private companies that do not have an audit committee - Therefore, and according to Section 272 According to the law, they must receive double approval for transactions by interested parties, from the board of directors and the general meeting. However, as clarified, Mordechai Yona and Boaz Yona served as sole directors of Heftziba Investments, and Mordechai Yona was a sole director of Heftziba Engineering, and also held the majority of the shares of both companies and held the position of chairman of the general meeting in both companies. In other words: Mordechai Yona is the manager of the companies, he is the board of directors and he is also the shareholders' meeting; And there is no independent factor.
Approval Mechanism In the section 272 The law is not intended to serve as a "rubber stamp" for the decisions of the company's officers, and therefore there is no significance in insisting on its existence where we are dealing with a private company in which all shareholders are also the decision makers - As in the case at hand. However, it should be said that in exceptional cases where, despite the aforesaid, a decision may still be made by the company that harms it, it will be possible to attack it on the basis of failure to meet the preliminary condition according to which "the transaction is for the benefit of the company" - Which I will address later.
- It is worth noting that the legislature clarified in the framework of the Section 270(1) Law The Friendship, that there is no reason to apply the mechanism of approving transactions in circumstances in which the officer's "personal interest" derives from his very term in office, either in the parent company or in a subsidiary wholly owned by the parent company, or in a cluster of companies wholly owned by that person:
- Transactions of a company listed below require approvals as set forth in this chapter, provided that the transaction is for the benefit of the company:
(1) A transaction of a company with an officer of the company, as well as a transaction of a company with another person in which an officer of the company has a personal interest; But they will not see