"1. The court will appoint a valuator for the company who will provide an opinion regarding the value of the company. It is clarified that the valuation is required as part of the consideration of the purchase of the share of one of the shareholders from the other. The appointed expert will also examine the owners' withdrawals and the balances that exist in relation between the company and each shareholder, and will also experience irregularities, if any. In addition, the existing balances will be examined against Genta Moriah Ltd.
- [Chen] will provide [Epstein] with all information and data regarding the company [Mazal Tov], including data from the bookkeeping and bank accounts in Israel. On the other hand, [Epstein] will provide [Chen] with all the information and data regarding [the Italian company]... This includes data from Italian accounting and bank accounts. The information in accordance with this section shall be provided within 10 days from today.
- [Chen] undertakes to continue to manage the company while putting the good of the company before his eyes. Without implying that he did not act differently in the past, [Chen] will not withdraw money from the company for the benefit of the Gianta Moria company or for his personal benefit or for any other purpose that is inconsistent with the company's best interest.
- As of this date, the Company will pay the salaries of both [Epstein] and [Chen] as it was until September 2023, provided that each of them continues to work for the Company as he did until September 2023. For the avoidance of doubt, it is clarified that [Epstein] must place orders for clients, mediate between suppliers and the B2B website , and all other matters that he has handled in the past. On the other hand, [Chen] will continue to perform the work that he did in the past. It is agreed that this arrangement will be in effect until the end of January 2024, and if the expert opinion is not given by then, each of the parties will be able to turn to the court to change the arrangement."
- In accordance with the agreements of the parties, CPA Hossam Bishara was appointed as an expert on behalf of the court (hereinafter: the expert), who recently submitted his opinion to the court.
- The actual state of affairs at this time is that Epstein is disconnected from Mazal Tov's activities, and he has ceased to carry out activities within its framework. It should be emphasized that this is a factual description without referring to the reasons that led to this state of affairs. In addition, at this time, the Italian company is controlled by Chen, after a director was appointed on his behalf (see the minutes of September 12, 2024).
Copied from NevoDiscussion and Decision
- As mentioned, there are two motions on the agenda that actually combine three motions on various topics. Epstein's first application encompasses two requests – a request to order his appointment as a director in accordance with the company's articles of association, and a request to order the appointment of an auditing accountant as well as to conduct an additional audit in accordance with section 161 of the Companies Law, 5759-1999 (hereinafter: the Companies Law). The second request relates to the question of the company's legal representation in the counterclaim. Below I will review the parties' arguments separately on each issue, as it emerges from the motions and answers and the hearing that took place on September 25, 2025, and shortly thereafter my decision will be rendered.
The Request to Appoint Epstein as a Director