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Case: Reuven owns a company (both =pl) that holds the majority of special shares in the defendant company (=def) and sits on def’s board of directors (=bod). The body of special shares holders (=A-1) has veto power over major changes at def, as detailed in def’s charter. Def owns 100% of a subsidiary (=sbsd), which has signed a huge contract with a government agency to provide infrastructure for an area. Pl opposes the deal and wants it paused (leaving time to get the job done if applicable) at least until it can be determined if sbsd can finance the project without def providing the banks with collateral. If sbsd cannot manage without def, then pl can veto the deal through A-1. Def claims that breaking the contract with the government would be damaging both directly (500,000 NIS deposit) and indirectly (possible fines, loss of reputation, etc.), so that there is insufficient justification to freeze the project.
P'ninat Mishpat (829)
Beit Din Eretz Hemda - Gazit
733 - How to Take Payment from A Guarantor – part lII
734 - Veto Power of Special Stockholders – part II
735 - Veto Power of Special Stockholders – part III
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It is not possible at this point for beit din to decide if sbsd can succeed without def providing collateral, which makes the request for a pause and inquiry one with some merit. The majority of dayanim point out that the officers of a company are obligated to protect the company’s financial welfare, and being forced into giving collateral is likely a dangerous step. On the other hand, it is possible that the risk/reward formula makes it worthwhile. If sbsd goes forward with the plans, it is very possible that def will enter a situation from which it cannot extricate itself cleanly. There are possible damages from freezing the process, but they are moderate considering the amount of time sbsd has to fulfill its contractual obligations to other parties. The minority opinion reasons that by requiring def’s bod to make sbsd pause the project, A-1 are in effect stymieing sbsd, over whom they were not given veto power in any case where the danger to def is minimal.
Pl claims that A-1 needs to positively agree to changes in def, whereas def says that their right is only to demand a meeting of bod and there to veto a proposed move. There are different indications from different parts of def’s charter. Par. 19 speaks about A-1 in the context of describing how votes are handled in the company, which implies that there is a need to have a positive vote of approval. However, it seems that there are stronger indications that A-1 does not need to vote in favor, but only has the ability to veto. First, A-1’s veto power is mentioned in par. 16 of the charter, in the context of an assemblage of the stockholders. The implication is that only through such an assemblage, which A-1 is able to force, they can exercise their veto power.
Furthermore, the agreement can be understood retroactively with the help of what has been practiced until this point. In this case, several decisions that A-1 could have vetoed were taken without A-1 giving its agreement. This indicates that it was understood that A-1 does not have to give explicit approval but can only protest.
We will conclude next time with a look if pl effectively waived his ability to protest.
Beit Din Eretz Hemda - Gazit
P'ninat Mishpat Limits of Interest Rate for Loan with Heter Iska – part I
based on ruling 80033 of the Eretz Hemdah-Gazit Rabbinical Courts
Igrot Hare’aya Connecting Disciplines in Torah Study
Igrot Hare’aya – Letters of Rav Kook #103 – part II
P'ninat Mishpat Who Breached the Contract? – part IV
Based on ruling 81087 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat Payment for Not Clearing Warehouse On Time – part II
based on ruling 75076 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'NINAT MISHPAT: A Mess of Loans, Repayments and Grievances – part II
based on ruling 83033 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'ninat Mishpat: How Many Dayanim?
based on ruling 84139-1 of the Eretz Hemdah-Gazit Rabbinical Courts
Kuzari -Rabbi Ari Shvat Kuzari class 8- "Answering Questions on the Kuzari's Proof from Mass Revelation
Rabbis in Midrash
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Kuzari -Rabbi Ari Shvat Kuzari class 9 - "Seeing is Believing" (parag. 21-30)
These paragraphs elaborate on the theme that seeing and knowing is better than any attempt to prove logically, and begins explaining the difference between Israel and gentiles.
Ein Aya Various Universal Stages of the Geula Process
Rav Kook examines the various stages of redemption, explaining how (in addition to the obvious oft-mentioned stages of ingathering the exiles, reviving the Hebrew language, army, state etc.) the messianic dream of world prosperity, the State of Israel and world unity can and are realistically and logically gradually coming true.
Kuzari -Rabbi Ari Shvat Kuzari class 8- "Answering Questions on the Kuzari's Proof from Mass Revelation
How do we know that the "claim" of mass revelation to 2,000,000 witnesses at Mt. Sinai is really true? This important class answers all of the questions skeptics ask about this claim of the Kuzari.
Ein Aya Armies Still Necessary for Balance & the War Against Wars
Rav Kook explains why the world was originally divided into the various seemingly contradicting ideologies and cultures, in order to develop each one respectively. Swords or armies symbolize how each respective ideology defends themselves, as well as deters their opposing ideologies and cultures. On the other hand, the messianic era will be one of peace, and Rav Kook explains the transition to that stage, which mankind is already undergoing.
The Land of Israel LGBT'S IN ISRAEL
The question was asked, how can one make Aliyah with the LGBT parades?
Kuzari -Rabbi Ari Shvat Kuzari class 7 - Five Accumulative Proofs of G-d
As a preparation for the Kuzari's classic proof of G-d from the mass-revelation at Sinai, we start here with 5 other directions to strengthen our belief which also contribute to what the Kuzari will present as well.
Ein Aya Muscle & Meaning: The Dual Nature of Gevurah (Physical Strength)
Is physical strength and fitness a necessity or an ideal? Although it if often totally overlooked among topics of Judaism, Rav Kook writes that it clearly is also a necessity to deter the many enemies of Israel, but even in Y'mot HaMashiach, in the Messianic era, to a certain extent, it's ideal continues even after our enemies will have been finished off.
