The second claim of discrimination, on the basis of which Epstein seeks to change the composition of his directors, is an occurrence that is not the focus of the parties' relationship, but rather a procedural question of its nature – a dispute regarding the transfer of documents to an expert on behalf of the court. What is this supposed to mean?
On June 25, 2025, Epstein filed a motion "for instructions to align a factual line in the preparation of the expert opinion on behalf of the court", in which it was claimed that Chen and/or the company's CPA had forwarded documents to the expert without informing Epstein (in the application, Epstein also requested that the expert provide the parties with a "draft of his opinion" for their consideration prior to its submission!). - A request that was of course rejected outright). Chen, on the other hand, claimed that the expert contacted the company's CPA – CPA Diab – with a request to receive accounting documents, without his knowledge. Regarding this issue, two decisions were issued, one on June 25, 2025, and the other on July 11, 2025. In a decision given on July 11, 2025, I rejected Epstein's argument and noted that the issue is "limited to documents that were forwarded by the company's accountant to an expert, and there is no indication of concealment of information, as claimed by Epstein." From an operational point of view, an order was issued in which I instructed the expert to transfer to the attorney for the parties all the notices that were exchanged between him and CPA Diab, including the documents that were transferred to him. As noted, the expert recently gave his opinion. I reject Epstein's attempt to give the aforementioned issue a garb of discrimination, and I do not accept his argument that the conduct regarding the transfer of the documents to an expert is an expression of discrimination and exploitation of Chen's position in the company.
It should be noted that the court has great flexibility in its consideration of granting temporary remedies in a claim for the purpose of removing the discrimination, particularly in a "quasi-partnership" company, and such is the company that is the party to this proceeding (compare: Civil Case (Haifa) 4806-06-22 Panda Trading Applications in Tax Appeal v. Maor Lahav, paragraphs 50-54 [Nevo] (October 18, 2022)), but a condition for the issuance of the orders is the existence of an alleged state of discrimination or the existence of a need to manage the company properly during the crisis – and these two situations do not exist in our case.
- Even without any connection to Epstein's conduct, the timing of the filing of the request raises a difficulty, because the legal process has come a long way. Admittedly, in light of the amendment of the statement of claim against the proceeding, it is impossible to ignore the progress that has taken place in clarifying the disputes, including the submission of an expert opinion, which is an important step on the way to the separation of powers between the parties.
- 00Beyond the considerations presented above, accepting Epstein's request to appoint him as an additional director alongside Chen, in such a way that the board of directors would appoint two, would create equivalence and lead to the paralysis of the board of directors, given the disputes between the parties and the lack of trust between them. Indeed, it is important to criticize Chen's actions during his tenure as the sole director of the company, which is held by the two – Chen and Epstein. However, I do not believe that the audit must be done specifically by appointing Epstein as a director. In this context, it should be remembered that the company is at the center of the legal proceeding, which may serve as a tool for moderating the conduct of the parties if an exception is found and for the parties' inquiries for relief. In addition, the expert appointed by the court was also asked to examine the question of irregularities in the company, if any.
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- Finally, that I reject Epstein's request to appoint him as a director of the company.
Appoint an Auditor