Second - Since the special manager was unable to point out an "excess affiliation" that any of the officers had in the transactions at hand, let alone a significant excess affiliation, His argument regarding the existence of a "personal interest" of the officers in the transactions was rejected, meaning that the claim that these transactions were conducted in breach of a duty of fiduciary duty towards the guarantor companies and in contravention of the guarantor companies should also be rejected To the section 254(a)(1) to the law. The said section prohibits an officer from serving in his position in the company in a conflict of interest; And similarly To the section 270 Law - In this context as well, the legislature makes use of the concept of "personal interest" (an officer must refrain from "Any action that has a conflict of interest between the performance of his role in the company and the fulfillment of another role of his or her personal interests"). As already detailed, not every "interest" of an officer in a transaction is a "personal matter" for the purpose of Companies Lawand in the absence of a personal interest, in any case, it is not possible to attribute to the officers (Mordechai Yona and Boaz Yona) a breach of fiduciary, and the special manager has no right to cancel the transactions of the interested parties according to the Section 256(c) to the Companies Law.
- A third and final issue. In circumstances in which it was clear to Bank Mizrahi and Discount Bank that Mordechai Yona was behind each of the three transactions in question, in any case the prescribed terms were not fulfilled in relation to them In the section 281 Law The Friendship - which gives the company the right to cancel an interested party transaction with respect to a third party with whom it has contracted; In particular, the condition that makes the right of cancellation subject to the third party Knowledge or that he should have known that the transaction was not approved in accordance with the mechanism set forth in the law. We have already noted that Mordechai Yona was not only the publisher and importer on behalf of the companies (together with his son, Boaz Yona), but also the owner of them (together with his wife, Hefziba Yona); Given the above, it is clear that at the time of the engagement with him, the banks had no basis to believe that the transactions were not approved as required by law - Mordechai Yona held the decision-making power both in the board of directors and in the general meeting, of Hefziba Investments and of Heftziba Engineering. In this context, it is also worth mentioning the permanent presumption In the section 282 Law The Friendship, according to which "Presumption About a man who wasn't must know about the lack of approval for the transaction as required by this chapter, If he has received the approval of the Board of Directors that all the necessary approvals for the transaction have been received".
This is further strengthened when in the documents of each of the transactions, explicit written approval is given by lawyers on behalf of the guarantor companies (Heftziba Investments and Heftziba Engineering, as the case may be). - According to which the transaction was approved by the company as required by law. In the meantime, within the framework of TransactionBTB Mizrahi Presented to Bank Mizrahi The decision of the Board of Directors of Heftziba Investments (as defined above), in which the company decided to guarantee the loan to Heftziba Shikun; This decision was approved and signed by Adv. Sharon Cohen on behalf of Hefziba Investments, in the following terms: