After a dispute broke between two shareholders of a company, the 49% shareholder moved for its liquidation. The company held a franchise of a coffee shops chain but finished its activity after losing a concession for managing coffee shops in the Ben Gurion Airport. The shareholder contended that the majority holder deprived such shareholder from all rights and took full control of the company.
The Court order the appointment of a liquidator and held that shareholders disputes by themselves are not grounds for liquidation as one may file a motion to remove oppression or other remedies under the Israel Companies Law. However, here, beyond an unresolvable dispute between the two shareholders, the company reached the end of its business activity, has no real assets, dismissed its employees and has no material debts. Thus, it is an empty shell and there is no commercial or public interest to prevent its liquidation because such liquidation is not expected to case damage to any third party. Thus, the control holder may not object to the liquidation.