Thus, a situation has been created in which the person who holds the majority of the shares of Top-Team (in the chain) is involved in the activity of Max Ashdod, which operates the chain store in Ashdod, and at the same time competes with it. It is also true that the day-to-day management of that branch is controlled by Max Stock, which holds the management shares, and yet the other companies, which hold shares in Max Ashdod, still have an impact on financing matters and other areas, as stated in the Ashdod Agreement.
Mr. Stock is also correct in his statement that this is not a situation in which a shareholder in a public company is on the agenda, but rather companies that are directly connected to the Max branch in Ashdod (ibid., s. 32). Indeed, at this stage, BigStock is not competing with Max Stock's activity in the city, but it cannot be ruled out that things will change. As Mr. Max testified, "It doesn't matter, he can't be a partner who is in a competing chain. It doesn't matter, tomorrow he'll be in Ashdod, the next day he'll be in Dimona, it doesn't matter where. I'm a partner of a competing chain, why do I have to bring in a partner of theirs? " (p. 137, s.4).
The current state of affairs can lead to various mishaps. In addition, Mr. Shimshon will be able to be exposed to data about the activity of the branch in Ashdod, and then make use of the aforementioned information for the benefit of thecompeting Big Stock chain, in which he is invested in business. I am not saying that this has already happened, but that this friction - even at its potential level - does not allow the status quo to remain as it is. This is a relationship of a kind of partnership, of a few companies. In these circumstances, the identity of the people working and the personal relationship between them are of great significance.
- I determine that the proper course of action is that Max Stock will buy the shares of Ashdod from Top-Team. This is a company whose asset is operated by it is a branch of the Clalit Max Company. Max Stock also holds a significant portion of the shares of Ashdod. However, it is natural and necessary that the branch's activity remain under its control.
Against this background, a proceeding should be ordered in which Top-Team will sell its shares to Max. Since it is found that we do not fall into compliance with the provisions of the mechanism in the Ashdod Agreement, the sale should not be carried out in accordance with what is stated therein and the accompanying restrictions. However, the defendants in the Ashdod lawsuit did not establish an alternative mechanism in light of which the sale could be conducted. There is no infrastructure before us that would allow the provision of instructions in this regard in the current proceeding. The parties would do well to turn to a professional third party, in order to implement the value of the shares, and the sale would be made in accordance with his opinion.