In addition to the aforesaid, the Honorable Justice Danziger emphasizes that these are mainly formal auxiliary tests, so that the examination should focus first and foremost on the essence of the relationship between the parties:
"... However, it can be argued that these tests place too much emphasis on the form of the relationship between the shareholders rather than focusing on their essence. In any event, it is clear that the test must be rigorous and that no test - when it stands on its own - should be given decisive weight" [ibid., at verse 77].
- The defendant insists that the company should not be classified as a kind of partnership for the purpose of discussing the cause of deprivation. This, according to him, was because it was agreed in advance that the plaintiff, and Maor as her long arm, would not take part in the management of the company; Since Gazit, as the sole director of the company, is responsible for its operational management; and because the plaintiff did not take, and did not seek to take, a part in the management of the company's affairs, including in preparing the financial statements and locating potential transactions. As a controlling shareholder and sole director of the company, Gazit argues that the plaintiff has no legitimate expectation to jointly manage the company's affairs with him.
- Indeed, Gazit's claims regarding the imbalance between the parties with regard to the day-to-day management of the company are instructive. It was agreed that Gazit is responsible for the day-to-day management as "the sole director of the company" [clause 3.1.2. to the agreement], and Maor and the plaintiff have no formal role in the company's management. In addition, there have been a number of decisions made by Gazit unilaterally over the years. This, for example, relates to the management of the company's legal proceedings [the minutes of the hearing of June 9, 2025, at p. 24, lines 15-22]; for the preparation of the financial statements [ibid., at p. 27, lines 6-27]; and to engage with the company's accountant [ibid., lines 25-27].
Moreover, Maor admitted that Gazit is responsible for the day-to-day affairs of its management, and that this expectation was understandable before entering the company: