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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.
Ruling: [We saw last time that pl and A-1 do not have a direct right to veto sbsd’s decisions but that they did have the ability to prevent def from agreeing to the project. The remaining question is whether pl has lost that right.]
P'ninat Mishpat (829)
Beit Din Eretz Hemda - Gazit
735 - Veto Power of Special Stockholders – part II
736 - Veto Power of Special Stockholders – part III
737 - Dealing with Shortcomings of Building Project
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The Shulchan Aruch and Rama (Even Ha’ezer 38:10) disagree if when one a man marries a woman on condition someone will not protest, and that person first agreed to the marriage and later protested, whether the marriage is valid. In the case that the condition was that the person be silent, the marriage is valid after initial silence. The Mishneh Lamelech (Shluchin 5:1) brings three opinions about a partner who acted without authority and the second partner found out later, whether the latter waives the ability to complain by silence, by agreement, or not even with agreement. Ashdot Hapisga (Choshen Mishpat 8) says it depends on the opinions whether silence relinquishes a monetary debt. Mishkenot Haro’im claims that if the silence comes before the questionable action was taken, all agree that it is subsequently too late to protest.
Our case should be equivalent to "on condition of silence," as it is illogical that one can be quiet on matters that effect third parties and protest later. If not, when would the limit to their protest power end?! This is relevant because, as discussed previously, there was no need for a positive decision in favor by A-1. The dayanim disagreed as to what the final moment for protest would have been. One dayan said it was at the time sbsd took part in the tender for the project, as backing out thereafter had consequences. The other dayanim said protest was still possible then, because there were several important unanswered questions at that point, so that there were another three months for A-1 to protest.
The two sides disagreed if during those three months, pl had acted in a way that left open the right to protest (the dayanim analyzed various correspondences), and no one brought valid proof. Therefore, we are to follow the status quo. In this case, pl is trying to change the status quo and prevent sbsd from carrying out its commitment. Therefore, pl cannot stop or even pause the project.
Beit Din Eretz Hemda - Gazit
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 Who Breached the Contract? – part IV
Based on ruling 81087 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'ninat Mishpat: Multiple Agreements and Parties – part IV
based on final ruling of 80082 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'ninat Mishpat: Smoking Rights in a Rental? – part I
based on ruling 85076 of the Eretz Hemdah-Gazit Rabbinical Courts
P'ninat Mishpat P'ninat Mishpat: Did Any Furniture Go to the Buyer? – part II
based on ruling 84093 of the Eretz Hemdah-Gazit Rabbinical Courts
Rabbis in Midrash
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Kuzari -Rabbi Ari Shvat Kuzari class 9 - "Seeing is Believing" (parag. 21-30)
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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.
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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.
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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.
