(Emphasis added - M.A.C .)
This also arises from the amendment memorandum, where it is proposed in this context to include a test according to which the offense committed by the organ was committed "in connection with its function" (p. 4 of the memorandum):
"The test of 'in connection with his position' is required in order to clarify that the liability of the corporation will not arise where the senior officer committed the offense as a private person. For example, in a case where the senior official attacked his neighbor due to a dispute between them. In such a situation, there is no place to identify his actions as those of the corporation. However, it is possible to impose criminal liability on a corporation even in a situation where the senior functionary exceeded his authority, as long as it is an act in connection with his position. Thus, for example, the corporation can be convicted of the actions of a senior manager of the corporation who brokered a transaction of the corporation that is not within its direct responsibility, and in this framework gave a bribe to a public servant."
(Emphasis added - M.A.C .)
This is important in our case, since the question that arises is whether the immunity agreement signed by the organs was made by them as organs, or as private individuals.
3.2.3.d. The offense was committed for the benefit of the corporation
The third and final condition is that the offense was committed for the benefit of the corporation, since if the offense harmed the corporation, such as an organization that embezzles the company's funds, there is certainly no reason for the corporation to be held accountable for this. The conceptual basis for this condition is twofold. The first is derived from the theory of organs, since if the organ acted against the corporation, its activity should not be identified with that of the corporation. In fact, this is a private case of the second test, since if the organizer advanced his own affairs while harming the corporation, he will be considered as acting as a private person and not as the corporation's organizer. Another reason for this condition is the consideration of deterrence. As I mentioned above, the main purpose of imposing criminal liability on corporations is to deter them from committing criminal acts, or rather to deter the organs. The consideration of deterrence does not exist when the organization acts against the corporation. When it comes to offenses against the corporation, the corporation and its shareholders have all the incentives to try to prevent criminal acts by the organs directed against the company. The Honorable Justice T. Strasberg-Cohen in Leumi & Co., at page 28, paragraph 26 of her judgment stated: