In light of these rulings, Epstein's request to be appointed as a director of the company is liable to harm the company's interests and place him in a situation of conflict of interest and a breach of the fiduciary duties imposed on him as a director.
- Epstein's current request is an attempt to change the situation that has prevailed in the company for some time, as part of a relief that is temporary in nature. In these circumstances, Epstein should have pointed to convincing reasons that would justify the issuance of an order whose purpose is to change the existing situation, especially in light of the stage at which the proceeding is located. An examination of Epstein's motion shows that the need to appoint a director stems from his claim of the defendant's deprivation conduct, which, according to him, "has not only continued, but has also worsened and escalated recently, in a way that now requires judicial intervention" (paragraph 3 of the application). To be precise, the allegations that Epstein makes against Chen are not new, and were made in the previous motion in which my decision was given on March 20, 2024. Moreover, in the statement of claim that opened the proceeding, Epstein made serious allegations against Chen, including that Chen has been acting in recent months "in a unilateral and unbiased manner, while making decisions in which he does not share [Epstein] at all, using the corporation's funds as he sees fit, allegedly making profits, and taking malicious actions against the company's customers" (paragraph 1 of the statement of claim). In any event, in the present application no foundation was laid to justify the granting of the order. In fact, aside from the general argument, Epstein bases the motion on two claims.
The first claim is that Chen used the company's funds to file and conduct a legal proceeding in Italy against Brandes and against Epstein personally, while paying salaries to his lawyers in Italy as well as to his lawyers in Israel. In a hearing held on September 12, 2024, Chen's request to receive court approval to file a lawsuit against Brandes in Italy was discussed. Epstein did not object to the request, and accordingly I noted in my decision from that day as follows :