(a) in a manner that may defraud a person or deprive a creditor of the company;
(b) in a manner that harms the purpose of the company and while taking an unreasonable risk as to its ability to repay its debts,
provided that the shareholder was aware of such use, and taking into account his holdings and the fulfillment of his obligations to the company under sections 192 and 193 and taking into account the company's ability to repay its debts.
(2) For the purposes of this subsection, a person shall be deemed to be aware of the use as stated in paragraph (1)(a) or (b) even if he suspects the nature of the conduct or the possibility of the existence of the circumstances that caused such use, but refrains from ascertaining them, except if he acted negligently only.
(b) A court may attribute an attribute, right or obligation of a shareholder to a company or a right of the company to a shareholder therein, if it finds that in the circumstances of the case, it is just and correct to do so, taking into account the intention of the law or agreement that applies to the matter before it.
(c) A court may suspend the right of a shareholder to repay his debt from the company until after the company has fully repaid all of its obligations to other creditors of the company, if it finds that the conditions for attributing a debt of the company to the shareholder as stated in subsection (a) have been met.
(d) [...].
- And for our purposes. In the framework of the respondents' request to add Lifshitz and Cuba to the arbitration proceeding, it was argued that the joining is possible by virtue of each of the three expansion circles that were determined in the Ronen case. The appellants, on the other hand, argued that the conditions that allow for the combination are not met, and that Lifshitz's sole ownership of the Tai and Cuba does not justify the requested combination.
- In its decision of January 8, 2025, the court granted the respondents' request in part. It was held that the circumstances justifying the addition of Lifshitz or Cuba to the proceeding by virtue of the first expansion circle had not been proven, nor was there room to view them as substitutes for cells in a manner that justified their addition by virtue of the second expansion circle. With regard to the third circle of expansion, it was determined with respect to Cuba that although it is fully owned by Lifshitz, there is no contradiction in the claim that it maintains a separate bank account, and there is no support for the existence of an identity between it and Lifshitz or between it and Thai. However, with regard to Lifshitz, it was determined that the third expansion circle allows him to be added to the arbitration proceeding. In this regard, the court noted that in order to attribute to a shareholder a debt of the company, a proper factual and evidentiary basis must be provided for the fulfillment of the conditions for lifting the veil under section 6(a) ofthe Companies Law. However, for the purpose of lifting the veil for the purpose of attributing an arbitration clause signed by a company to its shareholder, the same infrastructure is not required, and it can be sufficed that the applicant indicated that in the circumstances of the case it is right to do so and it is right to do so, in accordance with the provision of section 6(b) ofthe Companies Law. Further to this, and in application to our case, it was held that Lifshitz is the "living spirit" behind Tai, that the installation of a curtain that will separate him from Tai in all matters relating to the conduct of the arbitration is artificial, and that his inclusion in the proceeding is indeed required in order to prevent the abuse of the principle of separate legal personality. In light of all the above, the court ordered Lifshitz to be added to the arbitration proceeding, and ordered him to bear the respondents' expenses in the sum of ILS 45,000.
Hence the motion before us, which focuses on Lifshitz's inclusion in the proceeding.