The main shareholders acre in Cohen Development and Industrial Buildings Ltd are members of the Cohen and Tadmor hold 26% and 25% of the company, respectively. Both families cooperated, but for many years the public reports that the Company has no control.
On 08/29/11 the company announced acre that it had reached the conclusion acre that in fact the two families Cohen and Tadmor always held 51% of shares and therefore together for years because there is a control in. Three months later, it was reported acre that two families - now the controlling shareholders - together sold their controlling shares to 'fuel' high premium above the market price and without a special tender offer was filed.
The "success" filed an application for approval of a class action against the company. Judge Kabub already decided a few months ago and precedent preliminary question concerning the right of association in the public interest to file a class action. Now, the question is required court approval of a class action. "Success", arguing that if Cohen and Tadmor not have control, then the acquisition of control by the 'fuel' is the first acquisition of control, and therefore, fuel, violated the obligation to publish a special tender offer. Alternatively, if Cohen and Tadmor acre are also controlling shareholders, then for many years the public have been filed misleading reports.
The Supreme Court has already ruled on a similar matter two years ago, affair, Dexia, where it was held that if the public did not report the existence of control, acquires acre control must submit a special tender offer. Case 'Dexia' nearly identical case here regarding Cohn development, but here the controlling shareholders managed to sell control without a tender offer. What happened here is that prior to the sale of control, the controlling shareholders first reported that there is a control of the Company. 'Fuel', acquires control, arguing that it acquired acre control after having reported the existence, so does not have to offer to purchase. Judge Khalid Kabub accepted and declared legal maneuver that went "Dexia is not relevant to this case, 'fuel' has made the acquisition of control shares acquired acre legitimate and not Yordmo.
In my opinion, it would be better if the court had legal access to any other endeavor, which considers both operations - reporting the existence of the first control and then immediately selling it - as part of one transaction (see CA 7414/08 Taro Pharmaceutical acre Industries Ltd v Sun Pharmaceutical) and therefore violated the obligation for submitting special tender offer. Another option is to establish that acquires control of, knows that the seller obtained the control of the control in violation of the duty to publish a special tender offer, will also have a special tender offer advertising.
The Company applied to the Securities Authority please preliminary decision (advance ruling) that it intends to report acre that concluded that the public acre has always been by Cohen and Tadmor families together hold shares so yes there is actually in control. Securities Authority replied that the matter would not intervene. Hence the company's claim that it should be exempt from liability in tort in light of Article 6 of the tort which protects the defendant relied in good faith on legal permission. The court accepted this argument and held that reliance on a decision, pre-rolling of the ISA will award the defendants protection against tort liability.
In principle, acre in my opinion has to be careful giving legal sanction to any decision, a pre-ruling of the Authority. Controlling shareholders may take advantage of this situation and make 'forum shopping' - choose when convenient for them to go to court and when is more convenient for them to appeal to authority. We should also remember that the minority acre shareholders are not represented in the process, pre-rolling 'in front of the PA, which is based on the decision process is proceeding Kabub crucial matter.
Although puzzling decision on the merits, as I approached the Company to the Securities and Exchange Commission a report on the matter was in retrospect a conclusion about the existence of control. The company did not turn to the Authority did not receive any decision from preliminary reports regarding the plantation over the years that there is no control over the matter exempt from the requirement for submission of a special tender offer. However, given the court's decision tort defense against any violations of law by the Company. .
(A) a minimum acre of 5% of the shares? Suppose the number of shares sold without tender offer was a 45.1%. Was shareholders acre would have the return of premium for only 0.1% of the company? Such calculation will completely erode the controlling shareholders of the recoverable amount. Law is the obligation to publish a tender offer, which is the minimum rate of 5% of the shares. Accordingly, it should acre determine the minimum response rate will be paid for the excess premium of 5% of the shares.
(B) a maximum of 5% of the shares? After a special tender offer was submitted by 5%, shareholders may continue to sell more shares, without filing mandatory tender offer. Therefore, according to the logic of the decision of Bob 'Do Wealth response rate is the maximum excess premium paid for 5% of the shares.
(C) In my opinion, the method of calculating the compensation acre set forth in the decision was misguided. When controlling shareholder sells shares control, he gets the control premium payment for the shares within the framework he sells. The price for the stock control includes the control premium, so that each share sold is added to the control premium amount is distributed among all shareholders. In this case, 'fuel' controlling shareholders paid a high control premium, are for acquisition-control block (over 25%) and for 'control of production (over 45%), when payment for these two premiums shared by entire number of shares sold (51%).
Therefore, there is no justification for limiting the response rate to the premium paid for only some of the shares. It would be better if the court would allow the plaintiff to prove the amount of the premium paid in respect acre of the production control and requires the defendants to fully answer this premium.
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