In this context, I will note that a loss of trust between shareholders may constitute grounds for a separation of powers between the partners in the company (Civil Appeal 8712/13 Adler v. Livnat, para. 77 (September 19,2015)).
A mediation proceeding that took place between the parties in the present proceeding was unsuccessful. Therefore, it seems that the above recommendation is still applicable to the present proceeding as well.
- Bearing in mind that the judgments, both in the parallel proceeding and in this proceeding, did not lead to an agreed-upon settlement between the parties, and insofar as the parties are not wise to do so now, it cannot be ruled out that the final word has not yet been said in the dispute between them. In this context, it is not superfluous to mention that in a private family company in which the law protects the reliance interest of the shareholders, it subjects the shareholders of the joint business to fiduciary duties similar to those that apply between partners in a partnership (see: Civil Appeals Authority 5337/17 Katz v. Katz, paras. 21-22 and references there (July 31,2017)). This is in addition to the duties that a shareholder has to act in exercising his rights and fulfilling his duties towards the company and other shareholders in good faith and in an acceptable manner, and to refrain from abusing his power in the company (section 192(a) of the Companies Law) and to refrain from depriving another shareholder (section 192(b) of the Law). This is the case with an ordinary shareholder, and all the more so when it comes to a shareholder who has decision-making power, in which case the duty of fairness also applies to him (section 193 of the Law).
- In order to prevent future proceedings between the parties, I once again recommend that they find an outline that will enable joint management of the station in the spirit of the founders' generation. It is possible that this should be done in a different format that will give expression to the gaps in the holding of shares. At the same time, it seems that the plaintiff or his son should not be completely excluded from the management of the company. The agreed outline may serve as a basis for such agreements, subject to the parties cooperating in good faith; they will refrain from taking actions that are not in the best interest of the company and will promote actions that are in the best interest of the company, such as its adaptation to the current reality in terms of communications and technology.
The Result
- Further to all of the above, I state as follows:
- The claim is accepted in part in the sense that the decisions of the general meeting of November 5,2019 are annulled. Notwithstanding the aforesaid, the situation will not be restored. Instead, the agreed outline will remain in place until the general meeting is convened for the purpose of electing directors and dismissing the plaintiff from his position as a director. The date of the meeting will be determined by the parties, with the assistance of their counsel, within 30 days from today. On the date of the meeting, the plaintiff will be given an opportunity to express his position regarding his dismissal.
- The remedy for providing accounts is granted in respect of documents that were not transferred to the plaintiff by the date of the judgment, as stated in the above paragraph. The documents will be transferred to the plaintiff within 60 days.
- At the request of the plaintiff, and in the absence of objection on behalf of the defendants, a permit was granted to split the remedies.
- Taking into account the fact that the claim was partially accepted and that any claim is the result of the mine's conduct on the part of both parties, there is no order for costs.
Granted today, 24 Elul 5786,06 September 2026, in the absence of the parties.