(b) The company's claim that the plaintiffs seek to engage public shareholders and involve them in the dispute, while violating their anonymity: An even more powerful argument. With regard to voters' privacy issues, as explained above,Shareholders who wish to vote at the General Meetings, including By way of delivery Voting papers, there is no anonymity built into Israeli law. They are obligated to prove their ownership of the shares, and they are obligated to make a declaration regarding their interest in the transaction that is brought for approval. Any shareholder with more than 5% of the shares (not including the controlling shareholder) will be entitled to review the voting papers they have sent (as explicitly mentioned In Regulation 7(a)(16) to the Written and Written Voting Regulations). Not granting the right to review the voting data to another party will increase the degree of violation of their privacy in an extraordinary way.
In addition, the company's claim that the elevation of voters' privacy is particularly low in light of the fact that Audacity Management had full access to all the ballots that reached the company during the month preceding the date of the meeting, since it was Audacity Management that collected them. In other words, the controlling shareholder is the party that benefits from the management agreement, receives for his review in advance and for a period of one month the positions of the supporters and opponents, and is in a position where he can theoretically turn to any 'recalcitrant' party and speak his heart in order to change his position. The shareholders who voted by means of a ballot or in the electronic voting system are exposed to the controlling shareholder, who if he wishes to motivate them (if they object) to change their position, he can do so. The argument that it is not appropriate to disclose the names of these voters only to the plaintiffs, after the fact, is puzzling.
As for the company's claim that it is possible for the plaintiffs to contact the other shareholders whose voting data will be disclosed to them, not in relation to the previous vote but for the purpose of a future vote: it is the right of the plaintiffs, who declare their intention to do so in order to improve the situation of the company (p. 69 of the minutes), not only of the controlling shareholder, who wishes to remain as the management company. This will not prevent us from examining the voting data here.
- The company's claims, in particular those reviewed above, do not at all tip the scales in favor of preventing the plaintiffs from being able to review the voting data.
Conclusion
- An examination of the claim to examine the voting data in accordance with the required criteria leads to the conclusion that the case before us is one of the most significant ones that justifies the possibility of reviewing the voting data, as provided in Regulation 10(b) of the Written Voting Regulations. In fact, if permission to review is not granted in the present case, the practical meaning is that it will probably never be granted, and the legislature has corrupted its words in vain. The proper management of the company, and the provision of an opening for real involvement of the shareholders from the public, require that the demand be granted.
- In view of the aforesaid, the claim is accepted, in the sense that in accordance with the provision of Regulation 10(b) of the Written Voting Regulations, the defendant company will allow the plaintiffs, through their attorneys, to review all the ballot papers and voting records through the electronic voting system, which came to the company in connection with the special meeting of July 3, 2023. For the avoidance of doubt: browsing, including the possibility of copying the data. This will be allowed by the Company no later than February 3, 2025, and in coordination between the parties' counsel.
- Expenses: Admittedly, both parties shortened the process somewhat, a significant figure that will certainly be credited to them. However, the expenses even in the shortened format were considerable, and these could easily be saved. I have instructed the company (my decisions in the parallel proceeding, before the present proceeding came into being) to examine whether there is a clear reason not to allow the applicants to be examined in the circumstances. The board of directors did not examine. The chairman of the board of directors and the company's advisors decided not to allow it. No clear reason for this decision was presented, not even within the framework of the present proceeding. In fact, it was difficult to identify any substantive reason for the vigorous opposition to the presentation of the voting data to the plaintiffs, other than the reasons for postponing the end (while the management agreement is in effect), and defending the boldness of management. In terms of the real, reasonable, and proportionate expenses of the plaintiffs 2-4 together, the company must therefore bear it. The defendant will bear their expenses in the total amount of ILS 120,000.
Given today, January 27, 2025, in the absence of the parties.