It was also argued that the chances of the lawsuit being accepted are high. According to the respondents, the dispute is not subject to American law, but to Israeli law, according to which the right to convene the meeting is a cogent right; Instruction TheLaw TheCogent overrides board decisions; and the permissible mechanisms of assembly do not change the violation of their right.
- The company, on the other hand, claimed that the defense plan was lawfully approved; and that its purpose is to protect the company from a hostile takeover – for which the company is particularly vulnerable since the value of its cash reserves exceeds its market value. According to the company, in light of the existence of the permitted convening mechanisms, the plan does not violate the respondents' right to convene a meeting, but merely regulates the manner in which it can be realized. It was also argued that the permitted gathering mechanisms are adapted to American disclosure norms to which the company is subject; and that "life experience" shows that any dialogue between shareholders can serve as a cover for secret agreements. Therefore, in its view, any agreement – including in relation to the requirement to convene a special meeting – justifies the application of the plan. In this context, the Applicant emphasized that the purpose of the Mitigation Regulations is to narrow the regulatory gap between Israeli and American law, while ensuring full transparency of the interested parties, which is achieved through the permitted receivership mechanisms.
It was further argued that the requested temporary relief is in fact "Injunction", as it cancels or changes the existing protection program; and that the request for temporary relief is premature and theoretical, because the respondents have not yet joined forces with other shareholders. In addition, the Applicant claimed that the damage that would be caused to her by accepting the application for temporary relief was irreversible, since she would be exposed to the danger of takeover; While the damage caused to the respondents amounts only to the cost of the public solicitation proceeding, i.e., compensable financial damage. The company further claimed that the respondents acted in a lack of cleanliness due to a defect in the verification of the affidavit of a witness on their behalf.
- In its decision of April 26, 2026, the trial court accepted the motion after a hearing was held. At the beginning of theresolution , it was clarified that the dispute between the parties lies solely in the question of whether the restrictions imposed by the Protection Plan on the possibility of convening the special meeting violate the cogent right of the shareholders.
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