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Ruling: The first element of beit din’s decision is the question whether A-1 has veto power over sbsd’s major changes.
P'ninat Mishpat (829)
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Beit din accepts the approach to follow the modern legal standing of corporations, according to which, companies that are incorporated separately are independent companies. Although there is a legal concept that when a corporation is a false facade, we can view it according to the true realities, that is true regarding steps taken in bad faith. In this case, pl is not claiming that sbsd was founded to help def act in bad faith.
The intentions of the sides to a written agreement are crucial to its interpretation (Shulchan Aruch, Choshen Mishpat 61:16). However, when the sides disagree as to what the intentions were, as here, we follow the document’s language (ibid. 15). In this case, the lack of mention of A-1 implies that they do not have veto power over sbsd beyond their regular rights as partners in the parent company. This understanding is strengthened by the fact that when A-1 agreed to def buying the remainder of sbsd, about which they clearly had veto power, they did not ensure their special rights in sbsd by means of stipulation in the new charter.
According to two dayanim, it can be clearly determined that pl does not have veto rights in sbsd’s internal decisions. According to one dayan, the matter cannot be determined conclusively, but since sbsd has freedom to make their own decisions until proven otherwise, pl has not proven his right to restrain them.
Next time we look at whether pl has special rights because of the move’s impact on def.
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