Civil Case (Tel Aviv) 9884-06-23 Tal Ohev Zion vs. Ronen Ohev Zion - part 4

And from the laws - to their implementation

Are the plaintiffs presented with the information required by law?

65. In view of the aforesaid, I accept the plaintiffs' argument regarding the refusal to provide information . As stated, the plaintiffs claimed that the defendants took advantage of their status and position in the companies and excluded them from information about the companies, the defendants, on the other hand, claimed that they acted in full transparency, passed on all the requested documents to the plaintiffs and the estate manager, and that the plaintiffs' additional information requirements were nothing more than a "fishing expedition" that lacked relevance.  In this dispute, I accept the plaintiffs' position.
66. First, from the plaintiffs' documents that were attached to the lawsuit, it appears that about six months after the transfer of the shares and the expiration of the appointment of CPA Buchnik, the plaintiffs were summoned by CPA Kornfeld to a shareholders' meeting in order to sign the financial statements of the Ohev Zion brothers for the year 2020. (Appendix 5 to Tal's affidavit - letter dated August 22,2022).  However, when the plaintiffs repeatedly insisted on their right to receive information relating to the defendants in preparation for signing the reports (Appendices 6-7 and Appendix 9 to Tal's affidavit), the defendants did not reply, even though these documents are required for the plaintiffs' decision regarding the approval of the financial statements.
67. At this point, it is not superfluous to refer to section 185(a)(2) of the Companies Law, which is set out as follows:

185".   (a)        A shareholder is entitled to require the company, stating the purpose of the demand, to review any document in the company's possession in any of the following:

(...)

(2)       In a private company - if it is necessary for the purpose of making a decision on a matter on the agenda of the company's general meeting".

68. The evidence shows that on January 19,2023, the defendants replied to the plaintiffs and believed that they had fulfilled their duty as they referred them "to the executor of the estate, Mr. Yaniv Buchnik" (see Appendix 10 to Tal's affidavit) and later also to the companies' accountants: "to agree with them on the cost of an hour of work to receive the material" (Appendix 11 to Tal's affidavit, p. 58 of the numerator). I do not believe that these referrals meet the requirements of the law - first and foremost, CPA Buchnik ended his position in March 2022, even before the financial statements that were to be voted on were approved.  Therefore, he does not constitute a relevant factor at all.  Second, the obligation to produce the material is imposed on the company, through its managers, and it is not enough to refer it to its accountant.
69. I am also of the opinion that the defendants' attempts to present a representation of cooperation prior to the legal proceedings turned out to be merely a façade, while the evidence shows that even after repeated demands - most of the defendants' response to the plaintiffs' requests amounted to referring the plaintiffs to the accountants handling the various defendants - and without receiving any substantive response to the claims raised in their framework (see Appendix 19 to Tal's affidavit: "For questions regarding the balance sheets, please contact accountant Gabriel El Natan directly"); Appendix 20 to Tal's affidavit: "Questions regarding the balance sheet, please contact accountant Moshe Konerfeld directly"; Appendix 27 to Tal's affidavit "I refer you again to Mr. Buchnik").
70. The defendants' version regarding cooperation with the plaintiffs in producing documents collapsed even in the course of the proceeding, when initially, it was declared by their counsel that they would agree to disclose documents as required (p. 3 of the minutes of the hearing of March 4,2024, line 1).  Later on, it became clear that even after two meetings that were held regarding the documents, the plaintiffs were not provided with the required documents, see in this regard the first opinion of Glander in chapter 4, paragraph 11: "I will preface the latter and note that the documents that were transferred are very partial and do not provide an answer to the lion's share of the questions raised by me", at p. 5: "Despite oral requests (in the framework of the two meetings that took place on the recommendation of the honorable court) and in writing (as stated following the defendants' requests), The defendants did not provide a satisfactory explanation or any response to any of the issues raised" and on page 20: "It is important to note that although I requested financial data for the years prior to the death of the late Eli, such information was not provided to me, which does not allow me to perform an analytical analysis while comparing the financial data before and after his death" and also, on page 26 of paragraph 6, In Glander's interrogation, p. 18, lines 26-28, and more.
71. Even at the stage of the discovery of the documents, it appeared that the defendants "choose to transfer documents bit by bit, and from the conduct it appears that documents are located even though it is claimed that they do not exist, and they do not meet the deadlines... As for the documents that are missing for the relevant years, they must be disclosed in full" (see my decision of May 14,2025).  In practice, even after the aforementioned decisions were rendered, it became clear that the requested material had not been submitted, and see the supplementary opinion of Glander, at p. 4: "The defendants did not provide the full documents requested by me for the purpose of analyzing the financial statements in full"...  "The additional audited reports that were received support the conclusions of my first opinion, do not provide a full answer to questions and issues that were raised in the past, orally and in writing, and which require additional information beyond the audited financial statements as aforesaid" as well as in chapter 6 of sections 3.1.  2.3, and 3.3.3.  In the framework of it, she detailed: "additional information required for the purpose of the examination and not provided by the defendants."
72. In this regard, I do not accept the argument of Ronen, who declared in his testimony that "everything I had - I transferred it in full" (p. 47, question 3).  Second, this is also inconsistent with Ronen's consistent refusal throughout the proceeding to transmit the defendants' minutes and decisions and his sufficiency with the laconic argument that the information requested was "irrelevant and an improper fishing expedition" (see the response to the requirement for disclosure of the documents and questionnaires, in the list of plaintiffs' requests, dated February 11,2025, at p. 19 of the numerator).  In this regard, I will note that Ronen's narrow explanation in his testimony regarding the non-production of the documents that "may not have been relevant to the demand" (p.  48, s. 16) and his admission that he acted in accordance with legal advice "what is obligatory, what is not obligatory" (p.  50, s. 19) directly contradict the defense's version that the defendants did not conceal anything.

 Did the defendants meet the burden of persuasion placed on their shoulders?

73. If the failure to provide the requested information and the failure to provide an explanation as to why all the requested documents were not provided, then the defendants deliberately refrained from providing an affidavit or even bringing to testify the parties who could have provided the answers to the requested information. In practice, the defendants refrained from summoning Yoram to testify - for his benefit and for the benefit of the companies under his control that most of the loans were repaid; as well as the companies' accountants, the financial statement editors, Kornfeld, CPA and CPA El Nathan.  It is clear that the summoning of these accountants was in order to shed light on the material issues in dispute, first and foremost, since they were the ones who prepared the financial statements.  In this regard, I do not accept the defendants' arguments that the plaintiffs should have summoned them to testify, since they are under the control of the defendants, and they are the ones who have the information and explanations of what happened to the defendants.  See in this matter Ronen's statement at p. 67, paras.  15-16 (one of many such that should be said): "Perhaps here an accountant should have stood up and given the explanation as to why he classified it as one classification and not another."
74. Above all, the lack of a counter-opinion and the failure of an expert on behalf of the defendants to deal with the claims and questions raised in Prof. Glander's two opinions cries out.  Even before the trial, before submitting affidavits, I noted to the parties the lack of an opinion on behalf of the defendants.  The lack of the opinion is all the more reinforced in light of the general and concrete precedents mentioned above (see paragraphs 61-62 above): "The controlling shareholder of the company is an insider who has the real explanation for what has been done, and who has in his heart the desire to conceal details of information that are not in his favor - while the minority shareholders, who have been allegedly deprived, are in a state of inferiority with regard to their ability to access such information" ( Ginzburg, at para.  35).
75. As if that were not enough, Ronen also repeated in his interrogation that he referred the plaintiffs' counsel to the defendants' accountants or his lawyers. Thus, for example, when asked why he refused to provide working papers, he replied that he was receiving professional advice and even claimed that he had asked the accountant to transfer and the latter "and transferred what he saw fit for him" (p.  49, s. 20-32; p. 50, s. 18-19; p. 51, s. 1-2; p. 63, s. 13).  I will note that Ronen's cross-examination suffered from interference and objections on the part of his counsel, which were also addressed by the court, with all that this entails (see on this matter at p. 44, paras.  30-40; p. 45, paras.  18-23; p. 57, paras.  12-24).
76. We must remember the unequal balance of power in the case before us - the founding and adult generation (Ronen and Yoram), who were involved in the management of the companies from the day they were established until today, vis-à-vis the plaintiffs, the young nephews who are not involved in the management at all, and their mother (Anat) is engaged in legal battles against Yoram and Ronen. In my opinion, the indications presented in detail in Prof.  Glander's opinion on certain issues, which I will elaborate on in the next chapter, are sufficient to shift the burden of proof to the defendants, who have the knowledge and access to the requested information.  The latter chose not to submit an opinion on their behalf, and there is no choice but to exercise the aforementioned presumption and to conclude that the defendants failed to convince the court that "the company was not managed in a manner that amounts to discrimination of the minority, " as required by the case law.

Analysis of the Claims of Discrimination on the merits

77. The plaintiffs' claims of discrimination can be divided into four heads: claims regarding the reduction of the companies' profits, by imposing expenses, in connection with the execution of alleged false records; claims regarding the owners' loans, their registration and repayment; claims regarding the conduct of the Renaissance Company; and claims regarding the non-granting of the right to exercise the option. While I have found the arguments in the first two headings to be accepted (with the reservation that will be noted below), I determine that the claims in the last two headings have not been proven to be true, I will detail my conclusions in the above order.

(a) A significant increase in administrative and general expenses - attribution of apartment, maintenance expenses and exceptional management fees

78. In Glander's first opinion, she reviewed the reports of Ohev Zion Holdings from 2013 to 2022, and noted that as of 2017, the scope of management and general expenses increased significantly compared to the period before Eli's death. The expert determined that most of the increase stemmed from rent and maintenance expenses, management fees and related salaries, and added that in the financial statements, in the annotations to these reports, and even after requesting, no explanation was given as to the nature of these expenses (paragraph 3.3.1.2 of the first Glander opinion).
79. The expert referred to, among other things, the reports of Ohev Zion Investments and pointed out that shortly after Eli's death, in 2017, a new expense clause was created in the form of "rent and maintenance", which did not exist in the years 2013-2016. While in 2017 and 2018 these expenses were relatively low.  (ILS 45,000 and ILS 63,000).  In the years that followed, this item "jumped" dramatically to ILS 705,000 (for 2019) and ILS 437,000 (for 2020, it should be noted that in subsequent years it averaged about ILS 150,000).
80. Thus, the expert noted in her first opinion on page 12: "In the financial statements or in the annotations, there is no explanation as to the nature of the expenses, and in particular the reason for which they began to be credited as of 2017. As well as the significant increase in expenses in 2019.  These expenses amount to approximately ILS 1,450,000 between the years 2017-2022, " see also the supplementary opinion on page 9.
81. The defendants, as may be recalled, did not submit a counter-opinion; they did not bring the reporter for questioning and made do with Ronen's testimony. When Ronen was questioned on this issue, he voiced contradictory, suppressed and convoluted versions, starting with his counsel's claim that it was an expense for maintenance and renovation work, through Ronen's evasion and his answer that the question should be transferred to the company's accountant (p.  63, paras.  10-13) and ending with a suppressed claim that these were lease agreements that Eli signed "just before he died" (p.  63, para.  33).  Not only are these versions inconsistent with each other, but none of them have been supported by evidence, and I will elaborate.
82. The defendants' version of historical rental agreements left by the late Eli was not supported, when they were not presented to the court and to the expert of the alleged agreements. The defendants' claim that the plaintiffs did not seek to review these agreements was explicitly contradicted by the testimony of Prof.  Glander, who confirmed that she had repeatedly demanded to receive them to no avail.  See Appendix 28 to Tal's affidavit at p. 169 of the numerator; Glander's supplementary opinion, at p. 9, in paragraph 3.1.3: "Details of additional information required for the purpose of the examination and not provided by the defendants...  Details regarding the nature of rent and maintenance and an explanation of the significant increase from 2019 onwards." Moreover, the expert clarified in her interrogation why she asked for the presentation of the lease agreements, and I accept the explanation, see p. 20, paras.  2-7: "I will repeat, I did not ask to review the entire lease with all the tenants, my questions were very specific to unusual movements, to inter-social movements, if in a certain year I see 600,000 rents for a company that actually owns the property and has rent expenses, then I ask, yes, and this is what I asked, I only asked for a concrete answer to the questions I put in the opinion, not to do all the audits again."
83. In the absence of lease agreements, and given the nature of the company (a property rental company (!), and after Ronen failed to provide clarification for the registration in the reports at this point and referred to the accountant "this question should be referred to an accountant" (p. 63, Q. 13), and admitted: "In this perhaps you are right, perhaps here an accountant should have stood up and given the explanation as to why he classified it as one classification and not another" (p.  67, Q. 15-16).  He is forced to admit that "I have no idea" (p.  63, Q. 16), and apparently the sum of ILS 600,000 was paid "as management fees" to a "related company" (p.  64, Q. 32-33), despite his classification in the books as "rent and maintenance".
84. In fact, this new explanation was given even earlier by the defendants' counsel, during the expert's interrogation, see p. 20, paras. 8-10: "And if I tell you that 600,000 shekels you claim is rent - this is nonsense, because these are funds that Zion likes to fund for the Caesar Tower to carry out renovation work in the building"...  To this the expert gave a crushing answer: "So if you say 'nonsense, ' according to your opinion, the financial statements...  But if you say "nonsense" and in the financial statements it is recorded as rent, you yourself are now saying that the reports are nonsense" (p.  20, paras.  11,15-16).
85. Later in her interrogation, when she was asked again whether she had asked for explanations and how her testimony was consistent with her previous answer that she did not dispute the financial statements, she replied: "So on those 700 that suddenly came out of nowhere in 2019 it says 'rent expenses', if it's a renovation - in general, there's also an issue with the Tax Authority, because when you record something as an expense - it's a recognized expense, if it's a renovation then it should be a permanent asset and it's not an expense in the same year with the Tax Authority as well, you have to break it through the depreciation expenses, so what does that mean? That they spent on renovation and wrote "rent expenses" and you're bragging about it now and telling me that something in my analysis is wrong? " (p. 27, s. 33 - p. 28, s. 5).
86. that the explanation of the lease agreements that the late Eli supposedly signed collapses; and that Ronen understood that the new explanation (the management fees) casts a very heavy shadow over the correctness of what was stated in the financial statements; and when no evidence was presented confirming that the "related company" to which the management fees were transferred was indeed the Emperor's Tower, Ronen tried to downplay the importance of the classification and claimed that "the money still remains within the companies", p. 66, para.   This claim also turned out to be inaccurate, to say the least, and in any event, the finding obtained on this point is clear - although a substantial expense in the sum of ILS 600,000 was recorded as "rent", no such blood existed and was not created.
87. In this regard, I accept the plaintiffs' arguments that the defendants made a retroactive amendment in the sum of ILS 300,000 for management expenses, an amendment that the defendants completely ignored in their affidavit, and Ronen confirmed in his interrogation that: "I do not have the professional accounting explanation to give where this was done" (p. 68, paras.  7-8).  In addition, I do not accept the defendants' arguments in their summaries that this is a charge in the sum of ILS 150,000 for each of the defendants for management expenses against tax invoices that have not yet been withdrawn by them (paragraph 30 of their summaries) - these are new and late claims, which were not collected in the documents lawfully and in real time.

 (b) a decrease in the operating profit of Ohev Zion Investments as of 2019; an increase in the suppliers' balance

88. Even in the matter in this subheading, the defendants did not provide a satisfactory explanation for Prof.  Glander's findings, according to which the average operating profit of Ohev Zion Investments dropped dramatically from an average of ILS 647,000 to a sum of only ILS 424,000 in the period following the death of the late Eli (as of 2019, see page 6 of the supplementary opinion).  Not only did the defendants refrain from addressing this issue in their affidavit, but Ronen evaded his answer in his testimony, and his counsel was forced to intervene again and again and argue arguments in his place (p.  57, paras.  13-26).  In fact, it was only in the wake of these interventions that Ronen raised a new version that had not been claimed before, according to which the decrease stemmed from two unusual expenses that were allegedly incurred in connection with the installation of "chillers on the roof" ("approximately ILS 600-700,000") and the installation of "sprinklers" ("almost ILS 500,000") (p.  58, paras.  33-34).
89. However, this version completely collapses and is inconsistent with the fact that Ronen testified that these expenses were paid in "2018 if I am not mistaken" (p. 59, questions 1-19), and in 2018 the operating profit was ILS 774,000 - the highest profit recorded in all years.  Moreover, Ronen did not know how to provide any substantive explanation for the further drop in operating profit in 2023 compared to 2022 and dismissed the matter with the evasive claim that "it should have received an answer from the accountant, I do not have it at the moment" (p.  60, question 29).  The defendants' deliberate failure to summon their accountants to testify on these core issues also undermines the ground under their defense and establishes the claim of deprivation of the plaintiffs.
90. I also found room to accept the plaintiffs' argument regarding the issue of the sharp increase in Ohev Zion Investment's supplier balance as of 2023. The defendants did not provide a satisfactory explanation as to why the company's supplier balance increased from ILS 0-14,000 on average to ILS 319,000-361,000 on average , when it is clear that this is an unusual and dramatic jump in which no accounting or business justification was provided by the defendants.  In this regard, see p. 13 of the first opinion, in which the expert noted that the said sum derives "from the balance of payment to related parties, in the amount of ILS 175,000, equally to the companies - Renaissance and Y.A.Z. Investments...  which is a company wholly owned by Yoram", as well as on p. 11 of the supplementary opinion.  It should be noted that the expert asked the defendants for an explanation as to the nature of the relationship with the companies, but the aforementioned was not provided to her, see p. 14 of the first opinion.  I am of the opinion that Ronen's explanations of this issue in his interrogation when he claimed that: "Just as I am old my expenses are increasing, this building is also aging and its expenses are increasing" (p.  72, s. 22) are unsatisfactory, and his refusal to present any document regarding these expenses, or at least to give a logical explanation regarding these expenses, speaks for itself.
91. If I conclude so far, the expert raised many questions in her two opinions, which show that the defendants acted in order to burden the Ohev Zion brothers (so-called rent, salaries, various expenses), all with the aim of reducing the profit. The reduction of the profit means that there is no balance left to be distributed, inter alia to the plaintiffs, while the defendants receive money from the companies in other ways - whether by diversion to other companies, as management fees, or by way of repayment of owners' loans - on this in the next chapter.

(c) Changes in the loan records in the books Ohev Zion and the Emperor's Tower - deleting a loan and re-registering it as a "managers" loan (the defendants) only

92. From the evidence brought before me, it appears that in the financial statements of Ohev Zion Investments for the years 2019-2020, a long-term loan was recorded under the long-term investments clause, a loan made available to the subsidiary, Emperor's Tower, in the sum of approximately ILS 1.7 million (see the plaintiffs' exhibits, P/1, at p. 110 of the numerator). In the financial statements of Ohev Zion Investments, this loan completely disappeared from the company's books, without any mention or expression of its repayment (see the 2021 Ohev Zion Investments report in the plaintiffs' exhibits, P/1, at p. 79 of the numerator).
93. At the same time, an examination of the reports of the Caesar Tower shows that in the 2019-2020 reports, under the "long-term commitment" section, an undertaking in favor of the "parent company" - Lov Zion - recorded investments in the amount of approximately ILS 2.7 million. According to this record, the relative share of the late Eli's heirs is supposed to be approximately ILS 900,000, see the plaintiffs' exhibits P/1 at p. 46 and p. 57 of the numerator.  And now, from the Caesar's Tower report for 2021, it appears that this loan was also completely erased and in its place there was an undertaking in the name of the managers, i.e., the defendants Yoram and Ronen alone in the sum of approximately ILS 3.1 million (Exhibits of the plaintiffs P/1 at p. 27).
94. When Ronen was asked why this change was made in favor of the "managers" (p. 78, questions 17-21), Ronen replied: "So again, I would refer this question again, to an accountant" (p.  78, question 24), and confirmed that at that time there were only two managers: Ronen and Yoram.  When Ronen was asked: "We also see that the loan that was registered until now in favor of the Ohev Zion brothers was registered for the benefit of the managers, and also increased by 500,000 shekels, right? ", he replied: "Yes, " and later when asked: "Okay, so you're actually saying, the question is why it's listed on the two managers, the answer is the accountant, it's not you? "The witness replied: Right, yes" (Prov.   79, paras.  1-8).
95. Ronen was also asked: "In what year did the Emperor Tower repay the loan that the Ohev Zion brothers had made on it starting in 2014? (p. 72, s. 23-30, and also at p. 73, s. 15-16), to which he first replied that he "doesn't know" (p.  72, s. 34, p. 73, s. 3, s. 17), and later: "I don't remember." Ronen tried to downplay the importance of these record-keeping changes and claimed that "all the funds are constantly in the system" (p.  74, question 2), but when it was confirmed that the inconsistency in the financial statements was verified by Ohev Zion Investments when the loan was repaid (p.  74, question 17-24), he evaded his answer and directed the question: "To the accountant" (p.  74, question 25).  Later, after Ronen was confronted with Ohev Zion Investments' financial statements for 2023, in which it was explicitly stated that a loan had been provided to a related company in the amount of ILS 1.9 million (p.  76, Q. 4), he evaded providing a response and claimed: "If you had come, you would certainly have enlightened the accountant's eyes and you would have also received an answer" (p.  76, Q. 11-12).  There can be no dispute that a shareholder's reasonable expectation is that the records in the reports will reflect reality.  In addition, if a material change was made (the cause to which the loan is repaid), it was expected that this matter would be brought to the general meeting, for a vote, and that all documents and explanations would be submitted in advance.  Since this is not the case, it is a matter of deprivation.

(d) Non-Proportional Repayment of the Owner's Loan in 2021-2022

96. In paragraph 3.3.2.2 of Prof. Glender's first opinion, she pointed out that between the years 2021-2022, loans by Yoram or companies owned by him were repaid in a cumulative sum of approximately ILS 2.4 million, and in contrast to the loan agreement, according to which the repayment of the owners' loans would be carried out "pro-rata": "These sums were repaid in favor of companies wholly owned by Yoram without reference to and repayment of the owners' loan given by Eli" (p.  16 of the opinion).  In his affidavit, Ronen admitted that an owner's loan had been repaid only to Yoram (paragraph 16 of Ronen's affidavit), but in his testimony Ronen claimed that out of the sum repaid to Yoram (ILS 2,350,000), the sum of ILS 400,000 was for salaries (see his interrogation at p. 84, question 23: "ILS 400,000 is wages, he issued an invoice immediately").  Ronen admitted that the sum of ILS 1,900,000 was repaid for loans (p.  84, question 19), and when asked by the court why only Yoram received money as repayment of loans, he replied (p.  84, paras.  30-39): "I will explain to you, because Yoram gave the largest loans in the companies."
97. Later, when Ronen was referred to clause 9 of the loan agreement and the proportional distribution mechanism when loans are repaid, he was asked about this: "Forget that they were high, let's say they were the biggest, but they had a different status? "... To this he replied: "There was no status, if they had asked for it, I would definitely approve" (p.  85, paras.  1-3).  And when asked explicitly: "Why didn't you divide it pro rata? Do you know the term "pro rata"? He replied: "I think that if there had been a demand - we would certainly have distributed it, I also think that there was not enough money at that time to distribute, there was only a sum of, if there was a demand - we would have distributed, I approve it even today, if they ask for it today" (p.  85, paras.  6-11).  When Ronen was asked where the protocols that confirm the repayment to Yoram alone, he gave an irrelevant answer (p.  85, paras.  17-19).
98. I do not accept the defendants' explanations for repaying a loan to Yoram alone, which is not in accordance with the loan agreement. First of all, I will mention that Yoram's voice, who is a key figure in the question of loans, was not heard in this proceeding, with all that this entails.  Second, and even assuming that Yoram gave the highest loans to the companies (and I do not make a finding in this regard), this does not justify ignoring the mechanism set out in the loan agreement that they all signed.  Third , Yoram's disavowal of the loan agreement is an argument that is clarified in the Family Court, and at this stage, as long as there is no decision on his claims, the agreement is binding for all intents and purposes and it is not possible to act contrary to what is stated therein.  Fourth, the fact that the parties did not resort to arbitration as to the interpretation of the loan agreement (see Ronen's testimony at p. 85, paras.  32-34) also does not lead to its unilateral cancellation.
99. A clear picture emerges from all the aggregate - after Eli's death, the owners' loans were repaid in favor of Yoram only. This repayment was made in contravention of the mechanism set out in the loan agreement; this should be seen as a violation of the plaintiffs' expectation to receive their relative share in the repayment of loans, and this amounts to minority discrimination.

(e) The retroactive reduction of the balances of the owner's loan that was registered in the name of the late Eli until his death - needs to be examined

100. The plaintiffs claimed that after Eli's death, the defendants made changes to the contract card of Ohev Zion Investments and reduced the balance of the owner's loan, which was registered in the name of the late Eli, by ILS 980,000. In this regard, the plaintiffs relied on the working papers they received from the defendants; the Glander Opinion (see the first Glander Opinion in paragraph 3.3.2.2.  and also in the supplementary opinion of Glander in paragraph 3.1.1.e: "It was found that entries were made in the company's accounting documents, in a manner that reduced the balance of the company's debt to the late Eli by approximately ILS 980,000" and a Buchnik letter.  The defendants refuted this argument and claimed that the sums of Eli's owners' loans were always about ILS 2 million and that the amendment that was made was canceled (paragraph 19 of Ronen's affidavit, Ronen's interrogation, p. 80, question 21).
101. From the evidentiary basis that was presented to me, a picture emerges according to which allegedly, in the period between May and October 2018, retroactive journal entries for the year 2016 (i.e., for a year prior to Eli's death) were recorded in the reports of Lovehe Zion Investments, in which the defendants reduced Eli's opening balances and at the same time increased the company's balance of debt to the defendants in the sum of ILS 900,000.
102. In the framework of the first Glander opinion on page 15, it examined the balance sheet report for 2016, and showed that although on May 29,2018, it was written that the balance of Eli's owners' loan amounted to ILS 3.9 million, on October 22,2018, it was written that it was reduced to ILS 2.9 million, and at the same time, as stated, the balance of the company's debt to the defendants increased by approximately ILS 900,000. In this regard, Glander noted that it did not have information regarding the date and nature of the transfer of the diary entries for the years 2018-2019, and therefore it is unable to "conclude whether the diary entries in the amount of approximately ILS 900,000 were canceled and the balances were reverted to the previous date (and if so, then why?), or whether the aforementioned sum was withdrawn by the brothers and the balance is small in accordance with the amount of the withdrawal."
103. Ronen claimed that the "amendment" in this registration was "canceled", but did not provide documents regarding the repayment of the owners' loans or the changes that were made (p. 83, paras.  9-10, para.  30: "I need to check with my accountant").  Later on, he even presented a rolling version regarding the offset actions (for the late Eli's loan) and the repayment (for the defendants).  At first, he claimed that: "The only person who received a refund was Yoram" (p.  83, question 20) and that "it is very possible (ask me - my comment) he withdrew from other notebooks and then made the deduction here, that I have to check, I have the answer at the moment" (p.  83, question 22-24).  When asked when the money was withdrawn by Eli, he replied that: "After he passed away, Yes, if he had withdrawals before, it could be" (Sh.  28).
104. It is not superfluous to mention Buchnik's letter, in which it was stated: "Transfers of unusual amounts from the contract cards of Eli Ohev Zion, in favor of the contract cards of his brothers, H.H. Yoram and Ronen Ohev Zion. The said transfers created a reduction in the balance of the right due to the deceased by millions of shekels, for the benefit of the other shareholders." I do not accept the defendants' argument that Buchnik's letter of October 4,2023, which confirms that the defendants "fully" cooperated with him (for the purposes of auditing), is sufficient to show that the records were corrected, and that Buchnik was in the picture only in March 2022; The 2021 reports were approved only later, and he had no criticism of what had been done since his departure.
105. Despite the indications that were brought above and placed before me regarding retroactive changes in the registered owners' loans, I have chosen not to make a conclusive finding in this matter. As mentioned above, Yoram's claim relating to the owners' loans is being conducted in the Family Court (Family Case 55656-12-21).  A review of the statement of claim in Yoram's claim (attached as Appendix B to Ronen's affidavit) shows that the main argument of Ronen in that proceeding is that over the years he transferred to the family companies owners' loans at a significantly higher rate than the owners' loans made by the other brothers and without signing orderly loan agreements (paragraphs 17 and 28 of Yoram's claim).  In this lawsuit, he petitioned for the restitution of funds.  From the same claim it appears that although this is a claim in the sum of over ILS 5 million, only the sum of ILS 900,000 is attributed to Ohev Zion Holdings (paragraph 10 of Yoram's claim) and in fact the claim relates mainly to other defendants who are not part of this proceeding at all ("White Sukkah", paragraphs 7-8 of Yoram's claim, "Central Parking Company", paragraph 9 of Yoram's claim, see also in this matter the other defendants in the same lawsuit, such as defendant 2 there - RSI Construction Company Ltd.).
106. It appears that the issue of the amount of the aforementioned loans (and its evidence, in contrast to my findings in paragraphs 92-99 above, which are unpaid regardless of the decision of the Family Court) will be fully discussed in the parallel proceeding. In practice, a procedural agreement was given to this already at the pre-trial meeting that took place before me on November 6,2025, when counsel for the plaintiffs declared as follows: "There is one point of the owner's loans that is part of the lawsuit, where if my lady decides not to discuss this issue, it is possible to put an asterisk and not discuss it and we will relate to the expenses, and as long as the proceedings there become clear, if we proceed in accordance with Her Majesty's decision, we understand the matter, it is an overlapping point" (Prov.   10, paras.  21-24).  Therefore, I do not make a factual finding regarding what is mentioned in this sub-chapter and the decision on the question of the amount of the owners' loans that each shareholder granted to the companies will be decided by the Family Court.

Additional Claims of Deprivation - Rejected