(c) ...
(d) ...
The definition of "unusual transaction" is also found In the section 1 Law The Friendship:
"Unusual Transaction" - a transaction that is not in the ordinary course of business of the Company, a transaction that is not in market conditions or a transaction that may materially affect the Company's profitability, property or liabilities;
- In our case, the Special Manager claims that the transactions of the interested parties were not approved as required In the section 272 of the law, and do not even meet the prerequisite of the "best interest of the company", and for any of these reasons the transactions may be cancelled according to the Section 281 To the law:
A company may cancel a transaction with another person, which requires approval as stated in this chapter, except for a transaction as stated in section 271, and it may also claim compensation from him for the damage caused to it even without the cancellation of the transaction, if that person knew about the personal interest of the officer of the company in the approval of the transaction or about the personal interest of the controlling shareholder in the public company or in the private company that is a bond company in the approval of the transaction. and knew or should have known about the lack of approval for the transaction as required by this chapter.
It should be noted that in accordance with this provision, the right to cancel transactions of interested parties vis-à-vis third parties is contingent on the third party (the banks in our case) "Knowledge of the company's officer's personal interest in approving the employment" and "Knew or should have known about the lack of approval for the transaction as required by this chapter".
The Special Director further argues that the transactions of the interested parties can also be canceled according to the Section 256(c) 30Companies Law - This is in light of the alleged breach of fiduciary duty on the part of the officers, and the fact that the transactions were not approved as required In the section 255(b) Referring to the mechanism for approving stakeholder transactions:
- (A) A company may approve any of the actions listed in this section 254(A) Provided that all of these conditions are met:
(1) The officer is acting in good faith and the action or its approval does not harm the company's best interest;