(A) Officer of both a parent company and a subsidiary which is under its full control and ownership, As a personal stakeholder in a transaction between the parent company and the subsidiary, Due to the fact that he is an officer in both or because he is a shareholder or holder of a security that can be exercised in shares in the parent company;
(II) Officer of a number of subsidiaries located Fully controlled and owned of that person, As a personal interested in a transaction between such subsidiaries, Due to the fact that he is an officer of the contracting companies; (My emphases).
As in our case, the exclusion of transactions of the type in subsection (a) from the obligation to carry out the approval procedures of interested party transactions apparently stems from the fact that the parent company has full ownership of the subsidiary - It is doubtful whether it will be possible to find an independent organ in the subsidiary for the purpose of approving the transaction. Furthermore, when a company is fully controlled by a parent company, the subsidiary's officers are naturally required to act according to the guidelines given by the parent company - Therefore, it is often difficult to view such an action as a breach of the officers' duties towards the subsidiary. The full ownership of the parent company in the subsidiary also creates a unity of interest between the two, in a way that in itself alleviates the fear of a conflict of interest; This is also the case when it comes to an engagement between subsidiaries that are under the full control and ownership of the same person (as stated in subsection (b)) (see and compare: the judge's words A. Grosskopf OnCivil Case (Center) 47302-05-16 Better Place Israel (H.T.) 2009Tax Appeal (in liquidation) v. Agassi, [Posted inNevo] Paragraph 78 (September 12, 2018) (for the sake of order, it should be noted that an appeal against the judgment is pending); See also: Ido Lachovsky Corporate Law: Single Company and a cluster of companies, at p. 191 (2014)).