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Latest Updates /  Derivative Actions

September 21, 2023

Derivative Claims and Independent Committees: Eyal Nachshon Lecture on Israeli Association of Publicly Traded Companies Webinar

Following the publication of draft regulations on derivative claims, Eyal Nachshon, a partner in our firm's litigation department, was invited to participate in a webinar hosted by the Israeli Association of Publicly Traded Companies on the issue. In his lecture, Eyal referred to the draft regulations with an eye toward litigation.

January 4, 2023

Representing Phoenix and More Investment House in a Dispute with Megureit Israel

Our firm continues to represent the institutional investors Phoenix and More, shareholders of Megureit Israel Ltd., in relation to a dispute about Megureit’s unlawful conduct. According to Phoenix and More, the REIT fund approved, in violation of the law, the extension of the agreement with the management company REIT Index Management Ltd., in a way that constitutes harm to the company itself (and, consequently, also to its shareholders). Megureit also refrained from transferring documents requested by Phoenix and More in this regard and procrastinated in an attempt to avoid convening a meeting and an operative discussion of the issue that could lead to a solution benefitting the company and all of its shareholders. Last week, Advs. Zohar Lande and Adi Shoham sent a letter to Megureit clarifying that Phoenix and More intend to insist on their rights, including by filing a derivative suit against the company and other parties. They requested that this letter be considered a preliminary notice before filing a derivative suit.

August 7, 2022

Barnea Representing Phoenix and More against Megureit Israel

Phoenix and More, two of three institutional bodies held by Megureit Israel, a residential real estate investment fund listed on the Tel Aviv Stock Exchange, sent the public company a letter demanding it disclose documents as a step before filing a derivative lawsuit against it. The basis of the letter is the claim that the extension of the agreement with the management company was carried out in a manner inconsistent with the rules of proper corporate governance and the provisions of the law, since approval of the general meeting was never received. Advs. Zohar Lande, Adi Shoham and Tzofiya Shenfeld are representing Phoenix and More in this matter  

September 4, 2018

Activist Shareholders – The Israeli Challenge

Barnea and ACC hosted today a seminar on shareholder activism. Micky Barnea discussed activism in Israeli companies. Also presenting were Elchanan (Nani) Maoz from Everest Fund and Steve Wolosky from Olshan Frome Wolosky LLP.

June 4, 2018

Israeli Court Scrutiny Over Decisions of a Board of an Israeli NASDAQ Traded Company in a Proxy Fight

Recently, a four month proxy fight over control of an Israeli incorporated NASDAQ traded company was settled, following a series of proceedings held before the Tel Aviv District Court. At a crucial juncture, the Tel Aviv Court was asked to issue a temporary injunction over a transaction initiated by the board, which included a highly dilutive (24.9%) issuance of shares.

May 22, 2018

Landmark Israeli Court Decision Halts Deal between Two US Companies

An Israeli court has ordered to halt an investment deal in Arcturus Therapeutics, pending clarification of the lawsuit filed by Joseph Payne, the company's founder, regarding the cancellation of his dismissal as CEO. This decision was made despite the fact that the company operates in the United States with American management. Joseph Payne is represented by Advs. Micky Barnea, Zohar Lande, Omer Keydar, and Ron Shuhatovich.

April 29, 2018

Precedent Set: ‘Business Judgment Rule’ Also Applies to a Board Resolution on Filing a Derivative Suit

The Israeli Supreme Court has set a precedent by ruling that the Business Judgment Rule should also be applied to a company’s board of directors when it is deciding whether or not to file a derivative suit.

August 7, 2017

Supreme Court Precedent – Companies Have the Right to Independent Standing during a Derivative Suit

A significant precedent was handed down recently by the Israeli Supreme Court, whereby a company’s separate and independent standing must be recognized, even after a motion for a derivative suit has been approved.

May 25, 2017

Espresso Club Files an Appeal to Increase the Court Expenses to the Sum of Half a Million Shekels

After the rejection of the Nespresso and Nestle case against Espresso Club in which they alleged copyright infringement, Espresso Club, represented by our firm, filed an appeal regarding the amount of expenses determined by the District Court, claiming that the amount is unreasonable in relation to the actual expenses.

March 2, 2017

Judicial Oversight of Board Decisions - Beyond the Business Judgement Rule?

Adv. Zohar Lande and Adv. Gilli Cohen Arazi from the Litigation Department at Barnea in an article for Chambers and Partners on recent trends in Israeli case law, which may indicate a change in the Israeli courts' attitude to judicial intervention in the business judgment of the Board of a corporation.