Civil Case (Haifa) 43957-11-23 Mazal Tov Brands Marketing 2020 Ltd. vs. Yaakov Chen

I have before me two motions filed by the plaintiff: a request to order the appointment of a director in accordance with the company's articles of association as well as the appointment of an auditor, and a request for instructions regarding the representation of the company in this legal proceeding.

Background to the requests

1. The plaintiff (hereinafter: Epstein) and defendant 1 (hereinafter: Chen) are equal shares in Mazal Tov Brand Marketing 2020 Ltd. (hereinafter: Mazal Tov or the Company), which was founded on September 15, 2020. The company  is engaged in the import and marketing of fashion products, mainly from Italy.  Chen serves as a director of the company and is also the sole  shareholder in the Genta Moriah Tax Appeal Company (hereinafter: Genta), which is also engaged in the import and sale  of fashion products.  Genta was founded years before Mazal Tov was founded.
2. As part of their joint business activity, on October 24, 2022, the parties established a subsidiary in Italy - Brands Marketing Italia SRL (hereinafter: the Italian Company), whose shares are held by Mazal Tov.  The Italian company was founded to promote the sale of fashion brands in Italy and across Europe.  Epstein is a resident of Italy and married to an Italian citizen, and it is claimed that he actually ran the Italian company.  In normal times, Chen and Epstein managed  the affairs of Mazal Tov, each in a specific field, until a dispute arose between them, which gave rise to the proceeding in this case.
3. Against the background of disputes that arose between the parties, Epstein filed a lawsuit in which he petitioned for the relief of separation as well as for the appointment of a "financial examiner" in order to examine the conduct of Mazal Tov and to return funds that he claimed had been stolen from it by Chen. Later, Chen filed a counterclaim (which was later amended) in which he petitioned for remedies for providing accounts, a remedy that would prevent Epstein from competing in the company's business, as well as monetary remedies to compensate the company for damages allegedly caused to it by Epstein.  In summary, the parties refer to each other allegations of exploitation of the company's resources, including the Italian company, for its own needs.  Chen claims, among other things, that Epstein is competing with the company's business and causing it damages.
4. The Ottoman Settlement [Old Version] 1916 It should be noted that the proceeding began with a request filed by Epstein for temporary relief. In a hearing held on  December 4, 2023, the parties reached the following agreements:

12-34-56-78 Chekhov v. State of Israel, P.D. 51 (2)