For the reasons detailed, we did not see fit to intervene in the decision of the trial court not to approve the clarification of the causes of action stemming from these two events, in a class proceeding. As a result of the aforesaid, we are left with only the causes of action concerning the deprivation of the shareholders by way of avoiding the distribution of dividends from Elsint profits, the sale of control of Elbit Imaging from Elron to Europe-Israel, and the execution of the hotel and marina transactions. As you may recall, the judgment in the Civil Appeals Authority 7028/00 [Published in Nevo] It appears that the appellants' arguments in relation to these events may, prima facie, establish a cause of action concerning the deprivation of the minority shareholders of Alcinet. However, the trial court was asked to examine whether they are capable of satisfying the conditions for the approval of a class action that appear in the law.
Deprivation of minority shareholders in Alcint
- We will briefly mention the discrimination for which it was possible, as may be recalled, to approve the filing of a class action by virtue of the provisions Companies Law. At the time of the occurrence of the events that are the subject of the lawsuit, the relationship between the parties was weakened by the provision of the Article 235 of the Companies Ordinance [New Version], 5743-1983 (hereinafter: Companies Ordinance). Today, protection against discrimination is anchored In section 191 to the Companies Law, which, as a rule, did not change the principles of the arrangement in the Ordinance (which came into effect on February 1, 2000). This is the language of the relevant section in the Companies Ordinance:
| "Remedy in case of discrimination | 235(a) If the affairs of a company are conducted in a manner that constitutes discrimination against some of its members, the court may, at the request of a member, give instructions that it deems necessary to remove the discrimination, including provisions according to which the company's affairs will be conducted in the future or the members of the company, or the company itself, will purchase shares from its shares... ". |