Q: Second, let me ask. You entered a company that you knew in advance that you were 20 percent, you knew in advance that you didn't manage anything in the company, you knew in advance that Shlomi would continue to manage the company, right? Isn't it true that this company is getting in?
A: Shlomi,
Q: Is it true that this company is getting in? Answer me yes or no.
A: Yes. [Transcript of Maor's cross-examination of June 9, 2025, at p. 33, lines 13-19].
- However, I found, based on the evidence before me, that in practice things were conducted differently. In the circumstances of the case, I am convinced that there is a factual basis that shows that the company was conducted as a kind of partnership in practice, while applying the auxiliary tests of the Honorable Justice Danziger.
- The company's actual management is characterized by a personal relationship between the parties, which involves mutual trust between Maor and Gazit. Over the years, the parties have cooperated in all matters relating to the management of the company's affairs and have communicated through informal channels, including through ongoing WhatsApp correspondence [see Appendix 6 to Maor's main witness affidavit]. Correspondence between the parties indicates a bilateral dialogue regarding the company's affairs, which included, inter alia, ongoing consultations on business opportunities identified by the parties [for example, see ibid., at pp. 47, 49, 51, 54-56, 57-58] and repeated reminders regarding their urgent tasks [see, ibid., pp. 43-44, 51 (lines 15-16), 64-65, 68].
For example, see the parties' correspondence dated February 4, 2020 regarding a potential investment project and the ways to finance it. In order to remove Maor's concerns regarding taking a loan to finance the project, Gazit sent a message to Maor as follows:
"Believe in me and our partnership. Don't listen to others. There is no risk in this deal. I've already spoken with Super Pharm, Shufersal and Maccabi. The demand is enormous. I haven't told them where yet, but they really want to. Come on, decide and update" [Appendix 6 to Maor's Authorized Testimony Affidavit, at p. 61 (emphasis not in the original - M.A.)].