The subordinate legislator did not explain what are "significant petroleum signs" (and see also in this regard a question raised by one of the directors at the meeting of September 7, 2013, on page 3). However, it is clear that the term does not indicate a declaration by the company about the ability to economically produce oil from the reservoir. First, from a literal point of view, a statement regarding the discovery of "significant oil marks" does not imply a declaration of the ability to produce oil commercially. Second, and most importantly, the report included a warning that Production tests have not yet been carried out and finding the signs Does not amount to a finding (Discovery) according to the rules of the PRMS, Nor is it a discovery As defined in the Petroleum Law. A finding is defined in the rules of thePRMS About: "A single reservoir or several reservoirs of petroleum together, for which one or more trial drilling has established the existence of hydrocarbons through production tests, sampling, or logging that can potentially be moved in a significant amount" (Section 12(a)(2) To the eleventh addendum, the emphases were added, M.R.). A "discovery" is defined in the Petroleum Law as an "oil field discovery", which is "land with all its geological layers that are known to exist beneath it An oil battery from which oil can be produced in commercial quantities" (Section 1 to the Petroleum Law). Hence, the warning included in the body of the report makes it clear that it does not make a declaration about the ability to produce oil commercially, nor about significant quantities of oil that can be moved.
In this context, it should be noted that the body of the report also states that the results of the tests indicate "the possibility of the presence of oil in the said layer" (section 7 of the report).
At the same time, the defendants' position that whenever a finding is discovered in corroborating tests, there is room to report the discovery of "significant oil marks" is a minefield. Indeed, an examination of the disclosure guidance shows that the requirement for immediate reporting is based on the assumption that when carrying out an exploration drilling, there may be oil marks that are not an indication of the commerciality of the reservoir, and the need for reporting stems from a fear of trading on the basis of rumors. This is prima facie in support of the defendants' position. But a review of the discovery guideline as well as In section 6 The eleventh addendum shows that the report is based on a "well-founded conclusion" by the corporation regarding the existence of "significant petroleum marks". This language supports the position that this is not an "automatic" conclusion that exists automatically whenever findings are discovered in corroborating tests. In any event, as will be explained below, in our case, even if I do not accept the defendants' position and assume the view that the title reflects a substantive statement that the marks are significant, the plaintiff has not proven that the headline was False andMisleading on its merits.
- As stated, the plaintiff did not submit an expert opinion to substantiate his claims. His position is that his conclusions regarding the significance of the results of the electrical logs tests arise from the totality of the evidence.
- The plaintiff's main argument is that the results of the electrical logs tests were inside information that Levy and Ashkenazi made improper use of by refraining from exercising options that they had in oil and held for them in trust. I will note that for the purpose of the proceeding before me the question of whether Levy and Ashkenazi made use of relevant insider information only to the extent that this indicates their prior knowledge that there was no chance of producing oil from the reservoir.
Levy and Ashkenazi claimed in response that the trustee had indeed contacted them in August, since the warrants held for them were due to expire on September 12, 2013, and informed them that in the absence of an instruction, the warrants would be sold at the market price on the last day of the sale. They contacted the company's lawyers, asking if they could obtain a permit to deviate from Shemen's insider information management that prohibits transactions during that period of time. After clarification, they were answered in the negative, and were even told that they must instruct the trustee to allow the options to expire and not to execute any transaction in them, and they did so (Ashkenazi affidavit; paragraphs 86-102 of Levy 1's affidavit). In this regard, the testimony of Adv. Meiri was also heard, who testified that Levy and Ashkenazi approached him on September 10, 2013. According to him, Adv. Ahdut from his firm contacted the ISA informally and spoke with a representative of the ISA, who presented to it his personal opinion that there are problems in the execution of any transactions. Adv. Meiri testified that after these remarks he spoke with Levy and Ashkenazi, and advised them that it is better not to deviate from the procedure, and added: "I have made it clear that Mr. Levy and Mr. Ashkenazi must refrain from taking any action in the options and that immediate action must be taken, by giving notice to the collection of [the trustee, M.R.], so that the warrants (Series 4) will expire" (paragraph 12 of Adv. Meiri's affidavit). In his testimony at Halfon's request, Attorney Meiri also testified that he was the one who spoke with Levy and Ashkenazi (page 55, paras. 12-14).