"I do not ignore the fact that on the issue of financial statements, and in particular on the issue of presenting the manner of digital wallets, there is an honest disagreement regarding the scope of the company's activity in this field and the wallets that should belong to the company, and it seems that there is more hidden (or perhaps hidden) than what is visible."
- Although Lahav was prohibited from taking part in the management of the company, in my decision of April 13, 2023 (paragraph 41), I noted that "Lahav's powers as a director are not violated" and that "the appointment of a decisive director can lead - as can be expected - to reasonable conduct and decision-making to advance the company's affairs."
- This is the place to emphasize that this is not the first time that Lahav has been asked to be removed from the board of directors. In the application that was discussed in the decision of April 13, 2023 (in which the decisive director was appointed), this remedy was requested, inter alia, by Gutman. In the same decision, I rejected the request and noted the following:
"Indeed, I am not satisfied with some of the things that were done by Lahav (and in this regard we can also refer to the previous decision in which I expressed a similar reservation), but even in view of this, I do not believe that such a drastic step should be taken to deny Lahav's rights as a director. In this matter as well, the question is one of balance, and in any event, it is appropriate to examine the functioning of the board of directors in its new composition from the perspective of time."
- As you can see, the court has been closely following the company's case for more than two years. Despite the difficulties that were discovered in Lahav's conduct (and this does not mean that Gutman's conduct is free of any difficulty), I was of the opinion that he should not be rushed and removed from the board of directors due to the implications involved. After I accepted Lahav's position that he should be allowed to participate in the company's management, but this apparently did not help after Lahav accepted the determination that his reintegration into the company should be done gradually, so as not to harm the company's functioning. As noted, in the past I rejected Gutman's request to remove Lahav from the board of directors, hoping that the appointment of an official on behalf of the court might reduce the flames, especially since the decisive director was appointed at Lahav's request.
- Unfortunately, even after the court placed clear warning lights on Lahav, the difficulties in its conduct continued and even worsened, and even worse - they were directed at the decisive director, in a manner that could severely harm the functioning of the board of directors and the company.
- The decisive director complained more than once about Lahav's unusual conduct towards him, and this was even reflected in the allegations raised during the trial. In the hearing that took place before me on March 31, 2024, the decisive director raised concerns that he was under investigation and surveillance by Lahav, in connection with the insinuations, doubtful claims, to which a dramatic touch was given by Lahav - and needless to say that no basis was found for them - that he had conducted himself improperly in the context of applying for the position of director in a certain company and in some kind of relationship with the company's attorney (see the details of the matter in the company's notice and its appendices, which were attached as Appendix 4 to the application, as well as Lahav's response, which was also attached there). In the decision given that day, I emphasized the importance of the role of the decisive director and the significance of the fact that he holds a position appointed by the court. On that occasion I added that I was not deciding on the factual basis for the director's feelings, but I made it clear that I would not allow him to be harmed, and I added that "to the extent that any of the parties has any claim regarding the performance of [the decisive director], he must turn to the court... and not to [the director]" (p. 68 of the transcript). It should be emphasized that I did not ignore Lahav's claim that he apologized to the decisive director, at the meeting of the board of directors on September 8, 2024 (Appendix 7 to the company's request, pp. 32-33).
In the aforementioned context, at the meeting of the Board of Directors on September 8, 2024 (Appendix 17 to the Application), the decisive director again raised his concerns and feelings. At the same meeting, the decisive director further complained that during a conversation between him and Attorney Lahav, in connection with the issue of compliance (in which the director initiated the discussion), threatening phrases such as "everyone's head is on the table" were thrown into the air, following which the decisive director felt threatened (and I do not ignore Attorney Lahav's firm words in condemning a situation in which a functionary appointed by the court felt threatened).