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Barnea: Defending Panda Trading Applications against Leave for Appeal Submitted to Supreme Court

Our firm represented Panda Trading Applications Ltd. against an application for leave to appeal a Haifa District Court ruling to the Supreme Court. The Haifa District Court handed down the interim ruling during a proceeding for separation between the company’s shareholders.

The case involved a private company held equally by two shareholders, Maor and Shmulik, who also held office as the company’s sole directors. A severe crisis of trust arose between the two, which led to the opening of a legal proceeding for separation between the parties. The district court issued various instructions during the proceeding with the goal of extricating the company from the managerial impasse in which it found itself, including the appointment of an additional director to the company’s board of directors to break the deadlock. Subsequently, the company’s board of directors held a meeting to discuss the question of the salary of the company’s CEO, Shmulik. 

The district court’s ruling stated that no flaw occurred in the mode of conduct of the board meetings during which the salary was determined, and that Maor’s vote (against approving the salary) was tainted by a “negative personal matter.” The district court also ruled that, under the circumstances and considering the company’s unique structure, it is not warranted to make Shmulik’s salary terms subject to approval by the general meeting, notwithstanding the provisions of the Companies Law in this regard.

Following the district court’s ruling, Maor filed an application for leave to appeal to the Supreme Court.

On March 10, 2024, after receiving the parties’ responses, the Supreme Court issued its ruling rejecting the application for leave to appeal.

This is a material and important ruling that ratifies a unique mechanism tailored to the company’s size, while exercising the broad powers vested by the district court during its management of the separation proceedings between shareholders in a private company. This is another measure that delineates Section 191 of the Companies Law and the derivative powers of the courts by virtue thereof.

Zohar Lande, Eran Winner, Lina Makhuli, and Chen Segal represented Panda Trading Applications Ltd. in the proceeding.

Categories: Litigation

Barnea: Representing Client in NIS 11 Million Lawsuit

Our firm is representing Adi Nahum, a partner in the Contempo real estate group, and several companies owned by him, in an NIS 11 million claim for monetary relief and other remedies, including the removal of minority oppression and a declaratory judgment of ownership rights in companies in Contempo against the company's owner, Shahar Raz, and other companies in the group. Contempo oversees dozens of urban renewal projects in sought-after neighborhoods in central Tel Aviv, Givatayim, Givat Shmuel, Ra’anana, Bat Yam, and Ramat Hasharon.

 

Categories: Litigation

Barnea: Representing RGE in Hot’s Appeal to the Supreme Court over FREETV

Our firm represented RGE in the appeal the television cable company Hot filed with the Israeli Supreme Court over the Second Authority for Television and Radio’s decision to approve the establishment of FREETV, a joint initiative between RGE and Keshet. In its appeal, Hot claimed approval of the project was invalid because of alleged harm to competition and because of the project’s potential consequences on centralization in the media. The Supreme Court rejected the appeal and ruled it was not within Hot’s authority to determine a legal flaw in the decision-making process or the approval itself. RGE was represented by Zohar Lande, Eran Winner, Ido Vakshi, and Lina Makhuli.

Categories: Administrative Law | Litigation

Barnea Representing Shefayim Water Park in Class Action Lawsuit

 Advs. Eran Winner and Amichay Tessler represented Shefayim Water Park in reaching a settlement agreement in the class action filed against it over alleged violations of Israel’s Prevention of Smoking in Public Places and Exposure to Smoking Law.

 

Categories: Class Actions | Litigation

Representing Azrieli Group against MOH Plan to Mark Vaccinated People with Bracelets in Malls

As part of a new wave of COVID-19 restrictions, the Israeli Ministry of Health sought to implement a plan to mark vaccinated people with bracelets in all malls and shopping centers, thereby allowing them to walk freely around such complexes (as opposed to unvaccinated people). The Azrieli Group, through Advs. Zohar Lande, Eran Winner, Anat Even-Chen, Ido Vakshi, and Gaya Tsarfati, sent an urgent appeal to the Prime Minister, the Ministers of Health, Economy and Industry, and Justice, and the Attorney General. In the appeal, we argued that the plan is “discriminatory, offensive, unreasonable, and disproportionate.” In light of the criticism, the Prime Minister and the Minister of Health have decided to walk back the bracelet plan and not include it in the government vote for implementing the Green Pass in malls.

Categories: Litigation

Representing ISI in a Petition Against the Israeli Ministry of Health

We represented Israel Scientific Instruments Ltd. (ISI) in a petition filed with the Jerusalem District Court against the Ministry of Health and others, claiming that the tender for the purchase of coronavirus tests managed by the Ministry of Health was conducted unequally while giving an unfair advantage to ISI's competitors.

Eran Winner, Ido Vakshi and Gaya Tsarfati, represented ISI in the petition. They petitioned the court with an order to cancel the tender and publish a new one.

Categories: Administrative Law | Litigation