The directors on behalf of Cohen, who were left alone in the discussion, voted to reject the request to register the transfer of the shares.
- Since then, to this day, Milmus has not taken a proceeding, which may have necessitated from the circumstances of the case, at least to apply to the court in order to enforce the registration of the transfer of shares. Since it did not do so, and when the liquidation request was filed on its own behalf, while it is not registered as a shareholder, and its application for registration of the transfer of shares, it was refused, whether the hearing at the meeting of directors on August 3, 1997 was a legitimate and lawful discussion, or whether it does not exist, the respondents raise arguments according to which Milmus has no status and is not entitled to request liquidation. For this reason, they wish to dismiss out of hand the liquidation request and not to discuss it, as long as the transfer of the shares has not been approved by the company's board of directors and as long as Milmus has not been registered as a shareholder, and alternatively, as long as a competent court has not ruled that Milmus is entitled to register as a shareholder.
- However, until we come to address this question of approving the transfer of the shares, and registering Milamus as their owners, another question arose. Following the purchase of the shares, Milmus was required by Bank Leumi Le-Israel Ltd. (hereinafter: "Bank Leumi"), which financed the purchase of the shares by Milmus, to register the shares in the name of Bank Leumi's Registration Company (hereinafter: the "Registration Company"). Indeed, the shares were registered in the name of the company for registration.
Milmus argues that this is only a purely procedural requirement, which has no practical or legal significance regarding the ownership of shares and the management of the company. Such a requirement is customary and accepted in cases of financing the purchase of shares, in order to enable the pledge of the shares to the listing company, in a manner that will ensure the repayment of the loan given by Bank Leumi for the purpose of financing the purchase of the shares.