Insights & News /  Derivative Actions

The Economic Court's decision to revoke the approval of a derivative lawsuit filed against the controlling shareholder of Equital has sparked controversy among corporate law experts. As a capital market expert, Micky Barnea was interviewed by Globes on the matter and stated, among other things, that directors on the audit committee examining transactions should be allowed to consult with the controlling shareholder without it being considered as subordinating themselves to his will.

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.

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.

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  

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.

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.

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.

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.