News| Noga Haruvi
Gornitzky represents Zmiha Investment House Ltd. in a motion to approve a derivative lawsuit.
Gornitzky represented the public company Zmiha Investment House Ltd. in a motion to approve a derivative lawsuit against the company. The motion was filed with regard to a transaction which took place in 2013, during which Zmiha purchased the rights to a license for oil and gas exploration from Shemen Oil And Gas Resources Ltd. The drilling apparently turned up nothing, with funds seemingly going to waste. The plaintiff, a shareholder of Zmiha's parent company, GreenStone Industries Inc., claimed that the said transaction was in the interest of stakeholders, and was not approved in accordance with section 275 of the Companies Law. The plaintiff also proceeded to claim that the transaction was hasty and negligent, and that the company's board of directors approved it, thereby breaching both duty of care and duty of trust, in an attempt to serve the interest of the controlling company, Ultra Equity Investments Ltd. In light of these allegations, the plaintiff requested that directors compensate the company in the amount of the initial investment made in the Shemen transaction, approximately NIS 20 million.
Following the District Court's dismissal of the claim on all counts, as set forth in a comprehensive, detailed ruling, the plaintiff appealed to the Supreme Court. In its ruling of last week, the Supreme Court rejected the appeal, thereby dismissing the motion to file a derivative lawsuit against the company.
The company was represented by Partner Noam Ronen and Associate Noga Haruvi.
Gornitzky represented the TASE in the successful dismissal of a NIS 648 million motion to approve a class action filed against the stock exchange.
Gornitzky represented the Tel Aviv Stock Exchange in the successful dismissal of a NIS 648 million motion to approve a class action, filed against the stock exchange in relation to the fees charged by it, and in connection with the articles of association and directions published by the Stock Exchange. Honorable Judge Haled Kabub accepted the arguments raised by Gornitzky (on behalf of the TASE), and dismissed the motion in limine, for reasons of lack of rivalry and lack of authority.
Recently, Gornitzky & Co. welcomed two new partners to its ranks, Mr. Harel Shaham and Mr. Yisrael Spero. Also to join the firm, are seven new associates.
Mr. Shaham has been an associate with the firm since 2006 and specializes in complex civil and commercial litigation cases, including in the fields of capital markets, shareholder disputes, real estate, tenders, insurance, slander, administrative law and labor law, as well as in class actions and derivative suits.
Mr. Spero has been an associate with the firm since 2007 and focuses his legal practice on domestic and cross border M&A transactions, private equity investments and complex commercial transactions.
Gornitzky & Co. has also welcomed seven new associates to its ranks, including Ms. Joanna Yanowsky, who was previously an associate at a leading, boutique labor law firm, and Ms. Shirin Gabbay-Metzger, Ms. Elinor Vardi, Ms. Noga Haruvi, Ms. Bat-Hen Mazor, Mr. Yoav Meer and Mr. Ram Shchory, who have recently completed their legal clerkship at the firm.
Gornitzky successfully represented the directors of Zmicha Investment House Ltd. In the dismissal of a motion to approve a derivative suit, targeting the company's unsuccessful investment.
Gornitzky successfully represented the directors of Zmicha Investment House Ltd., a TASE publicly traded company, in a motion to approve a derivative suit against the directors. The motion addressed allegations that the respondents (the directors) had unlawfully approved Zmicha's investment in Shemen Oil and Gas Resources Inc., in which Zmicha's controlling stockholder allegedly had a significant business interest. The motion also contended that the directors breached their duties of care and loyalty by approving this transaction in a negligent manner.
The Economic Department in the Tel-Aviv District Court (Honorable Judge Ruth Ronen), in a profound and well established decision, rejected the motion, ruling that Zmicha's investment in Shemen was neither an interested transaction nor a negligent one. The court ruling presents a comprehensive (and somewhat pioneering) analysis of the fundamental corporate governance issues that arise from the case, after which the motion was dismissed and the directors were awarded with legal fees and expenses.
Gornitzky represented Israel Corporation in the successful interim decision in a derivative suit against the company, whereby the court accepted the motion not to reveal attorney-client privileged information discussed in board meetings.
Gornitzky represented Israel Corporation in the successful interim decision in a derivative suit against the company, whereby the Economic Division of the Tel Aviv District Court accepted the motion not to reveal attorney-client privileged information discussed in board meetings. The derivative suit is in relation to the restructuring of the company's subsidiary, Zim Integrated Shipping Services Ltd.
For more information on our class actions practice, visit here.