Shareholder Disputes

  • Described by the Legal 500 as "the firm that could and should be instructed on any major or complex case", we offer clients experience, depth of resource and specialist expertise on the full range of disputes arising between shareholders, directors, joint venture partners and business partners. Our clients include public companies, private companies, funds organised as limited partnerships, shareholders, individual directors, boards of directors and partnerships spanning a wide range of industry sectors.

     

    Our team is fully aware that director, shareholder and partnership disputes are not only damaging to a business but can be highly emotive. We are experts at resolving these disputes in a collaborative manner, often using mediation as a means to settle matters. However, where necessary, our formidable team of litigators will vigorously pursue or defend individual or class action claims by way of arbitration or court proceedings at all levels. Our extensive experience includes acting on claims relating to:

     

    • Directors' breach of fiduciary duties, including class and derivative actions relating to directors’ and controlling shareholders’ misconduct
    • Breach of joint venture agreements, shareholders agreements and articles of association
    • Unfair treatment of shareholders
    • Disputes over directors’ and controlling shareholders' conflicts of interest, in particular the personal interests of officers and controlling shareholders
    • Disputes between consortium members of an infrastructure project company
    • Disagreements about the management and direction of a company or partnership
    • Poor performance of partners and the balances of partners' capital accounts
    • The calculation of carry-over interest and the dissolution of fund partnerships
    • Deadlock
    • Dividends

     

    • Representing the controlling shareholders of Club Hotel (a chain of hotels in Israel and a casino in Greece) in a shareholder dispute over the management of certain projects, and obtaining several favourable judgments, leading to a conclusion of the dispute by a settlement awarding the client full control of Club Hotel
    • Representing the board of Taro Pharmaceuticals Ltd. in the hostile takeover of Taro by Sun Pharmaceuticals, including proceedings before both US and Israeli regulators and courts.  This was the largest contested takeover battle for a public company in Israel's history
    • Representing Club Hotel (via B.A.T. (Management) 2004 Ltd., its appointed director) in a major shareholder dispute with Queenco Leisure International Ltd. concerning their respective shareholdings in Agastya Holdings Ltd.  The scope of our work included:

     

    (i) commencing a derivative action against Queenco Leisure International and others relating to allegations of misappropriation of business opportunities; and

    (ii) commencing proceedings against Yigal Zilka and Queenco Leisure International claiming shareholder discrimination on the basis of resolutions unlawfully passed at the general meeting of Dasharta Holdings Ltd., an associated company

     

    • Representing Wix.com, a Nasdaq traded company, in a dispute with one of its shareholders, concerning a contested sale of shares and options of the company, and a claim against that shareholder of theft of trade secrets and infringement of the company's intellectual property
    • Representing shareholders in an application filed for the dissolution of Wind Energy Holding Company Limited, a company controlled by Eyal Melamed, and for a petition for the appointment of a temporary liquidator
    • Representing Doron Ofer, a director in Ofer Investments Ltd., in an action filed to compel Ofer Investments to provide him with documents and information requested by him