In my view, the court's intervention in a transaction of interested parties that has been duly approved should be done with restraint and caution; And it is not easy for Yoram to prove that the transaction was not "for the benefit of the company" where it is Succeeding The approval mechanism is backCompanies Law. Transferring the transaction under the scrutiny of a court may therefore be justified, for example, in cases where it has been proven that there was a material defect in the approval process in the company (and in this context see also Greedy and Nice, proposing to determine that the burden of proving the fairness of a stakeholder transaction with the controlling shareholder will generally be placed on the controlling shareholder and the board of directors - However, this burden will be transferred to the plaintiff when the transaction was concluded in a fair proceeding).
It may be that there is room for judicial review of an engagement in a stakeholder transaction even in cases where, due to its unique characteristics, it appears that the approval mechanism set forth in the law does not have the power to ensure sufficient protection for the company or the minority shareholders. To illustrate, and without expressing a position on the merits, the judge recently expressed Rabbi Ronen Her position is that when it comes to a transaction of the type "Going Private", in which the controlling shareholder of the company acquires the holdings of the minority shareholders and turns it from a public company to a private company, the mechanism for approving transactions of interested parties prescribed by law does not guarantee that the transaction brought to the approval of the minority shareholders will be optimal for them - This is because the minority shareholders cannot negotiate the terms of the transaction, but only vote for or against it. According to the judge's approach Anonymous, in the absence of actual negotiations between the parties, the assumption is that the terms are set by the controlling shareholder and are optimal for him, and therefore judicial review is essential as an incentive for the company's organs to improve the terms of the transaction (Class Action (Tel Aviv) 40404-03-16 Atzmon v. Osem Investments Ltd., [Published in Nevo] Paragraphs 42-46 (August 4, 2020), it should be noted that an appeal against this decision is pending in the Supreme Court).