The picture that emerges is therefore that an engineering transaction was born against the background of a decision made by the Heftziba Group to make a change in the structure of the mutual guarantees that the companies in the group provided to each other as part of the promotion of their common goals and in order to enjoy strong economic backing. As part of this transaction, the same collateral previously provided by Mordechai Yona for the activities of Hefziba Shikun and Hefziba Investments, was transferred by him to Hefziba Engineering - So the only change that the deal brought about was in factThe Identity of the Evening to the activities of both companies. As has already been clarified, this transaction was made with the consent of all the shareholders of Heftziba Engineering (Mordechai Yona and his wife) - and in these circumstances, a presumption arose that this was a fair transaction that promoted the best interests of the company and the shareholders; Nothing stated regarding the purpose of the transaction contradicts this presumption, or justifies judicial review of the engagement therein. It must be said that the distinction that the Special Manager wishes to make between the "good of the company" and the "good of the group" is first and foremost artificial in the circumstances of the case, when we are concerned with three companies that are fully owned by Mordechai Yona and his wife. Moreover, this distinction in any case does not justify judicial review of the business considerations underlying an engineering transaction, where this transaction was made with the consent of all the shareholders of Heftziba Engineering.
- At the end of this chapter, it becomes clear that the special manager has not met the burden of proving that back-to-back transactions and engineering transactions do not meet the prerequisite of the established "best interest of the company" In the section 270 30Companies Law; And for this reason, too, he does not have the right to cancel the transactions according to Section 281 to the law.
The scope of the duty of restitution deriving from the right to cancel the transactions by virtue of section 282 of the Companies Law
- The District Court ruled that even if it was possible to accept the position of the Special Manager that the transactions should be canceled, in any case this was not sufficient to give rise to the requested remedy (refund of funds to the liquidation fund). It was determined that the cancellation of the back-to-back transactions requires the return of the loan funds to theBank, and not to the liquidation fund, since it was the bank that made these funds available to borrowers as part of the transaction; And the cancellation of an engineering transaction requires the return of the funds from Hefziba Engineering back to Mordechai Yona - and from there to the bank that is entitled to realize the lien it had prior to the execution of the transaction on these funds. As will be detailed now, this determination is based on the law.
Section 21 Law The Contracts Establishes a duty of mutual restitution after cancellation of a contract: