The court has broad jurisdiction and a variety of ways to deal with the separation of powers between shareholders, whether due to discrimination or due to a loss of confidence in a company that is a kind of partnership [see: Magenzi case, at para. 15].
- The forced purchase mechanism has been recognized as a central remedy for removing deprivation and loss of trust, due to its advantages as a simple mechanism for implementation and as a remedy that enables the identity of the controlling shareholder in the company to be determined in advance after the acquisition [Magenzi case, at para. 16]. The remedy of forced purchase is applied mainly as a remedy for the removal of deprivation, usually when it is the disadvantaged party who is obligated to purchase the shares of the deprived party, and this is the king's way of dealing with a "classic" case of minority discrimination [ibid.; Adler, at para. 85].
- In the circumstances of the case, I am of the opinion that there is a remedy for the separation of powers that is in my opinion consistent with the overall circumstances, and that is to order the enforcement of clause 4.3 of the agreement. This, especially since we found that the notice of exercise of the option was given to the defendant and his arguments regarding the lack of invention as required by the agreement were rejected. In this way, it is possible to promote the resolution of the dispute between the parties and strive to end the legal proceedings between them [compare: The Giv'ot Olam case, at para. 123 of the judgment of Justice D. Barak-Erez].
We reiterate that the option clause was agreed upon by the parties prior to the outbreak of the dispute in question, according to which the defendant would purchase the plaintiff's shares under the conditions set out in clause 4.3 of the agreement. The option clause allows for the separation of powers between the parties in a simple and practical manner, which was agreed upon by them as a proper separation mechanism within the framework of their business relationship. Again, we will recall that the plaintiff claimed this remedy from the outset, and it seems that this is the remedy that she mainly intended when filing the claim.