It should be emphasized: the interim relief does not protect the respondents absolutely, for two reasons – the first is that if they reach agreements Others With additional shareholders, the protection plan can act against them; The second is that their choice to rely on the interim relief and convene the special meeting during the period of time until the judgment in their claim carries a risk that if the main claim is ultimately rejected, they will be exposed to the dilution of their holdings in the company upon the expiration of the interim relief.
- As for the temporary relief on its merits, as is well known, the appellate court has no way of interfering in the discretion of the trial court in decisions dealing with temporary relief (see, among many: Civil Appeals Authority 26124-02-26 Simovich v. Mazari, para. 11 [Nevo] (April 21, 2026); Civil Appeals Authority 51483-02-25 Zliha v. A.I.K.N. Ltd., para. 7 [Nevo] (March 11, 2025); Civil Appeals Authority 23017-09-24 The Custodian of Absentee Property v. Tawil, para. 9 [Nevo] (November 17, 2024)).The discretion of the trial court is of even greater importance when the trial court decides the issue after holding a hearing in the presence of the parties and after being impressed by the evidence brought before it (Civil Appeal Authority 47417-08-25 Abuhatzira v. Peretz, 8 [Nevo] (February 8, 2026); Civil Appeals Authority 2302/24 A.R.A.B. Bonus Ltd. v. Beit Midrash High Torah Court, para. 12 [Nevo] (June 25, 2024)). The case at hand is not, as I noted above, an exceptional case that justifies intervention.
- When deciding on a request for interim relief, the court must examine two main considerations: one, the chances of the lawsuit – in which the question of the existence of prima facie evidence to substantiate the cause of action is examined; and second, the balance of convenience – in which the question of whether the rejection of the application is liable to cause the applicant greater harm than the damage that may be caused to the respondent if the court grants it. It is customary to say that there is a "parallelism of forces" between these considerations – when the balance of convenience is given priority status (see, among many: Civil Appeal Authority 45704-12-25 Slutskvodokanal Utility Unitary Enterprise Shtang Construction and Engineering Ltd., para. 19 [Nevo] (June 21, 2026); Civil Appeal Authority 24691-02-26 Sommer v. Haimovitz, para. 6 [Nevo] (February 11, 2026)). At the same time, the court also examines the conduct of the parties, including considerations of good faith and delay (Regulation 95 of the Regulations; Civil Appeal Authority 22608-12-25 Barkat v. Mizrahi Tefahot Bank Ltd., para. 20 [Nevo] (February 12, 2026)). We will therefore examine these considerations in the circumstances of the present case.
- First, with regard to the chances of a lawsuit – the threshold required under Regulation 95(b) of the Regulations is the existence of "prima facie sufficient evidence" relating to a cause of action. In this regard, the case law ruled that it is sufficient to prove that this is not a frivolous claim (see, among many: Civil Appeal Authority 51483-02-25 Zliha v. A.I.K.N. Ltd., para. 8 [Nevo] (March 11, 2025); Civil Appeal Authority 6455/23 Anonymous v. Anonymous, para. 16 (November 3, 2023); Civil Appeal Authority 36271-11-24 Alyan v. Ram Aderet-Salit Ltd., para. 10 [Nevo] (November 19, 2024)).
- In our case, on the face of it, there is no dispute between the parties as to the facts themselves. The main dispute between them is rooted in the question of whether the implementation of the protection plan – when shareholders join together for the purpose of demanding the convening of a special meeting by virtue of the Article 63 30Companies Law - As a violation of the right granted to them in this section. This is done, inter alia, taking into account the existence of the permitted gathering mechanisms that were set out in the defense plan for this purpose. Without expressing a position on this issue – which will be examined on its merits in the framework of the proceeding – it is sufficient for this time to determine that the Respondents' arguments are not empty claims.
Indeed, as the trial court noted, this is a question that has one side and the other – inter alia, in view of the language of the provisions Article 63 30Companies Law and Regulation 7B to the Relief Regulations; the rationales underlying these provisions; The same is true of the question of proportionality underlying the defense plan.
- Second, and this is the main point: the balance of convenience considerations tip the scales in favor of the respondents. In the application before me, as well as in the proceeding in the trial court, the company focuses its arguments regarding the damage that may be caused to it by the fact that "life experience" shows that alongside the agreement to convene a meeting, there may be hidden agreements between the shareholders, which may (if they exist) lead to a hostile takeover of the company. If so, even according to the company's approach, the problem does not lie in the very fact that the meeting was convened, but rather in the possibility that additional steps will be taken in connection with this meeting.
In this regard, the trial court ruled that it does not appear that a joint application by a number of shareholders will in itself cause irreparable damage to the company, in the absence of any evidence of a concrete fear of a hostile takeover on their part. This is when the company reserves the option to activate the protection plan if other steps are taken that raise concerns about a takeover of the company. If so, the only relevant damage that must be taken into account is the fear of future decisions or agreements that will lead to a takeover of the company. However, since there is no concern of concrete damage at this stage, it does not tip the scales in favor of the company.