Decision
- After reviewing the arguments of the parties, considering the proceedings that have taken place so far, and the accumulation of indications that have accumulated, I have reached the conclusion that the application should be granted.
- The application before us was filed as part of a claim under section 191 of the Companies Law, which constitutes a flexible procedural framework for granting remedies for the separation of powers in a company (Civil Appeal 6290/17 Magenzi v. Levy, para. 15 (February 11, 2018) (hereinafter: the Magenzi case)), due to the need to determine the appropriate solution for the circumstances of each case (Civil Appeal 2699/92 Bachar v. M.M. Aircraft Food Industries (Ben Gurion Airport) Ltd., IsrSC 50(1) 238, 246 (1996); Magenzi Case, para. 15; Civil Appeal 5804/19 S.B. Real Estate Management in a Tax Appeal v. Tinhav Construction and Development Company (1990) Ltd., paragraph 43 (October 3, 2021) (hereinafter: the S.B. case). Management).
- The court has the authority to grant remedies intended to maintain the company's functioning and ensure its stability until the final relief is granted (and compare: Civil Appeal Authority 3104/23 Nano Dimension in Tax Appeal v. Murchinson Ltd. Canadian Comp, paragraph 20 (June 14, 2023) (hereinafter: the Nano Dimension case); Miscellaneous Applications Civil 9101/99 Optical Media International in Tax Appeal v. Ezra (October 28, 1999); my decision of October 18, 2022). The range of remedies that the court is authorized to grant is broad, and it includes the removal of a director from his position and a prohibition on his participation in the board of directors, where his conduct violates the fiduciary duty imposed on him and is liable to harm the company and cause it damages (Civil Case (Tel Aviv District) 10296-04-21 Tushiner in Tax Appeal v. Kramer, paragraphs 46-50 (July 1, 2021)).
- The court has been accompanying the dispute between the shareholders since its inception. From the beginning of the proceeding, I reiterated that Lahav's conduct raises difficulties that cloud the company's functioning. In the first decision of October 18, 2022, I discussed a number of exceptional incidents in which Lahav was involved - the "Exorcist" incident; the incident of the threat of dismissal of one of the employees; distribution of "Heish Gad" cards; Lahav's application to one of the banks without Gutman's knowledge to change the signing rights; and the presentation of a misrepresentation regarding the withdrawal of a dividend (see details and his reference to these issues in paragraphs 65-68 of the decision of October 18, 2022). In the same decision, I discussed additional allegations raised by Gutman regarding Lahav's conduct (including Gutman's publication of a picture of a panda (the animal) with the inscription "GOOD BYE" next to it; Gutman saw this as a dispersal of signs that he was about to harm the company, while Lahav explained that the publication was against the background of the impression that the parties were reaching an agreement regarding the sale of the company, clause 68 of the decision). At the time, I determined that these behaviors were insufficient to distance Lahav from the company, and I even allowed him to reintegrate into the company's management avenue. As it turned out later, Lahav did not take advantage of this possibility, did not come to the company's offices even once, and did not even have any business relationship with entities with whom he was allowed to be in contact as part of the temporary relief proceedings. Moreover, it turned out that Lahav was behind detective ambushes and tracing Gutman, according to the Magistrate's Court's ruling, which required a proceeding under the Prevention of Threatening Harassment Law. Against this background, and given that Lahav did not take advantage of the opportunity to integrate into the company's management, in my decision of April 13, 2023, I prohibited him from taking positions in the company's management or being present in the company's offices.
In my decision of April 13, 2023, I noted additional difficulties in Lahav's conduct, and I wrote as follows: