However, this is not the case with the financial statements for 2020. The plaintiff bore the burden of proving that there was a long-term and inexplicable delay in the delivery of the financial statements to her, which constitutes a violation of her legitimate expectations. Although the financial statements were prepared at the end of December 2021, they were sent to the plaintiff only in September 2022, about nine months later. This was done shortly after the lawsuit was filed in the present proceeding, and without providing an explanation for the delay. Moreover, when he was asked in his interrogation about the gap between the preparation of the report for 2020 and its delivery to the plaintiff, the defendant was unable to explain what was behind the aforesaid delay [see the minutes of the hearing of June 9, 2025, at pp. 57-59]. This admission even came after the defendant stated that he would hand over the financial statements to Maor immediately after they were submitted to the relevant authorities [ibid., at p. 57, lines 5-7].
- In perfecting all of the aforesaid evidence, I have reached the conclusion that the defendant's conduct does not amount to compartmentalization that falls within the scope of minority discrimination. This is in addition to the long and inexplicable delay in the submission of the financial statements for 2020, which raises concerns about discriminatory conduct on the part of the defendant.
The Requirement to Bear Legal Expenses
- According to the plaintiff, the defendant's demand, according to which she must bear the company's legal expenses, constitutes discriminatory conduct because it contradicts the agreements between them, as appears from the agreement. It should be said at this point that I have not found in the plaintiff's arguments in this matter to lift the burden regarding the discrimination of the minority by the defendant.
- As a rule, minority discrimination can arise in matters related to raising capital for a company, when there is a concern that the legitimate expectations of a minority shareholder will be harmed with regard to the manner in which he is raised [for example, see: Civil Appeal 1264/23 Tulik Rakia Entrepreneurship inTax Appeal v. Olivier Ltd., at paragraph 29 of the judgment of Justice Kabub (Nevo, October 22, 2023). I do not dispute that a demand to bear the financing of the company's expenses, without any anchoring in the company's articles of association or in the agreement between the parties, may give rise to a concern that the plaintiff's legitimate expectations as a minority shareholder will be harmed.
- However, I do not find that the defendant's demand constitutes such an infringement. The language of the agreement, according to which the plaintiff bases her claims, does not support her position:
"Financing: As long as the ratio of holdings in the company has not changed, Shlomi will be responsible for financing the following current expenses: the Registrar of Companies fee; The cost of hiring an accountant and an account manager. To the extent that the Company requires additional financing, such as for the purpose of providing additional equity to Shavit Cinemas, the parties shall provide the required capital to the Company, each in accordance with the proportion of his share in the issued capital of the Company's shares, as owners' loans or against the allocation of shares, as decided by the Board of Directors" [clause 4.4 of the Agreement].