ADVOCATE ISRAEL

Ephraim Abramson
vs
.1 Stock Exchange in Tel - Aviv Ltd.
.2 The Minister of Finance
.3 Israel Securities Authority
.4 WZO

This document was translated by computer software without human contact, so there may be significant errors in translation: please do not rely on the translation without obtaining appropriate advice with a certified Israeli advocate / lawyer

Supreme Court sitting as - High Court of Justice
(1.12.81, 2.9.82, 11.1.83, 2.11.83, 13.2.84)
Before former President Y. Cohen judges A. Barak, S. Levin


Securities Act, 1968, Book of Laws 234, Sections 45, 45 (b) (3), 46 (b), 46 (b) (4), 48 (b).

Mini - Ratio:
* Administrative Law - Administrative Authority - Stock Exchange
* Administrative Law - consideration - Opinion - Stock Exchange
* Securities - Stock Exchange - shares

The petition deals with the petitioner's claim - which has shares listed on Stock Exchange in Tel - Aviv - not listed for trading on the stock exchange shares of companies that do not give equal voting rights for all shareholders, unlike the situation that exists so far, which shares ownership of publicly traded non-voting rights and equal shares without voting rights. According to petitioner, the situation is unfair and management of the stock market correctly.

High Court of Justice ruled:
A.. (1) to "gardens" need to maintain the provisions of the Securities Act, Tsc"h - 1968, should be given meaning, substance appropriate subject, which discusses the law, and - trading securities competitive economic regime ¬ capitalist, where there is basically free to call contracts, and where, for - according to the law, can issue shares with different voting rights and shares and have no voting rights.
(2) economic regime - such social whole can not be seen - gardens existing arrangement, which is a compromise between those who advocate full freedom in determining the voting rights - by Hmnfyakim, who want to distribute the stock exchange trading, and supporters Fatrnelistit approach, designed to spread maximum protection " small investor "and save him from the results of ignorance and ease of mind.
At. When there is genuine and real dispute between the experts, the Court is inclined generally choose to intervene in dispute between the different opinions of experts.
C. (1) considerations, allowed the authorities responsible for regulating trading on the Stock Exchange to consider are many and varied. There is nothing wrong with it, and no non ¬ fairness that, the Authority takes into account, the resolution of matters of trade exchange, the need to encourage many companies to raise capital through the stock market or close to them the way that the - by the restrictions.

(2) other consideration is permissible to consider in this context is to prevent the danger of foreign capital takeover or even hostile to capital projects that matter the country's economy.
And. (1) as a Slbaih can be several solutions, each of which is unlikely, so a problem can be several solutions, each of which is "fair", Ohginoto of one solution does not negate the Hginoto of another solution (2) If Dana , petitioner could not show the existing situation regarding voting rights causes serious distortions, deny the fairness or integrity of securities trading on the stock exchange.

Rulings - Dean of the Supreme Court mentioned: in

[1] HCJ 113/68 Horenstein v. Committee on farmland preservation, PD captain (2) .270
[2] HCJ 396/82 H.s.i. - gender Steel Industries Ltd. v. Minister of Trade and Industry et al, PD L"z (1) .44
[3] HCJ 297/82 Berger v. Minister of Interior, PD Les (3) .29
[4] HCJ 840/79, um, 830/79, 860 Central Contractors and Builders in Israel v. Government of Israel et al, PD Led (3) .729

Resistance of the Order - to - conditions from .1.12.81 petition was rejected. Order - on - Terms canceled.

Petitioner claimed for himself;

M Cheshin, Y. Wexler - as respondent 1;
A. Ben - good, senior vice A state prosecutor - named Respondents 2-3; A. Lhovsky - named respondent .4


Stopped - Dean

Former President J. Cohen and .1 for several years running petitioner, Editor - Dean, which has shares listed on Stock Exchange in Tel - Aviv (the first respondent. Here - Exchange), to persuade the board of the stock market, the Finance Minister (respondent II) and the Israel Securities Authority (third respondent), no shares listed for trading on the Stock Exchange of companies that do not give equal voting rights for all shareholders, unlike the situation that exists so far, which have publicly traded shares that are equal voting rights and shares without voting rights. Unable to persuade the respondents petitioner justice claims, he appealed to - this phrase can be an order - on - Terms by petition. After Publishing decree - about - terms joined the hearing WZO another respondent. All respondents were opposed to making the order - about - terms of absolute.
Answer deposition claimed, inter alia, rejected the petition out of hand, because there is no Standing petitioner, and the taste is not attached to all respondents who might be hurt on - by decree.

Because we got to the opinion, the petition is not based in essence, did not discuss claims against the petition concentrate preliminary ruling - Dean's discussion of the issue.
.2 Stock market is a limited guarantee, registered under Companies Ordinance. She works from the early fifties management market for trading securities. Article 45 Securities Act, Tsc"h - 1968 (hereinafter - Law) states that to manage a stock exchange but licensed by the Minister of Finance, given after consultation with the Israel Securities Authority. License that can market, and so far can not be licensed under section 45 of the law any other person. the stock market works - it is normal according to policies approved - by the Minister of Finance of the Knesset Finance Committee under section 45 (b) (3) of the law. Section 46 (b) of the law say the regulations will ensure proper and fair management of the stock market ". According to paragraph (4) of Section 46 (b) regulations must regulate "conditions the procedure for registration of securities on the stock exchange. Provisions included in this market policies (chapters T and - I. - Appendix B Affidavit of stock market response). As noted in his affidavit of Dr. Chet, sitting - Head Board Stock Exchange, were policies "on the technical rules of formal rules for registration of securities substantive issues such as - providing information on issuing securities offered and ensuring proper distribution of securities among accumulate. No regulations set restrictions on the kind nature of the securities given the stock market listing. "Under section 48 (b) of the law, Minister of Finance may require stock exchange, she would change the regulations, if he" believes that for proper management of the fair market must change market policies, and if the stock market has not done so, the Minister of Finance may change the regulations on - by order, how to determine that section. So far, the finance minister did not use this authority.
.3 In the absence of any limitation on the nature of market policies securities, publicly traded shares of various types, as there is no equality between shareholders regarding the various rights associated with ownership of shares of that company. As explained in his affidavit of Prof. H. Levy, submitted by the petitioner, taking public companies, whose shares are traded on the stock exchange, different methods to deny the right to effective voting public. Two main methods are setting for that special voting rights to shares of the founders, as my husband shares are retained control of the company, and setting equal voting rights for shares with par value is different, in a second with a low par value gives the same right to vote as a stock with a par value high. Previously issued shares on the stock exchange and were many without a vote, which before was spent on - by the Stock Exchange guidelines, which Idovr below. This state of affairs caused it, Slmskia who acquires shares without voting rights or shares with inferior voting rights, can not affect - by pointing to the company's general meeting on the management company in which he invested his own money. In addition, in some cases, when a specific factor to acquire control of the company, whose shares are traded on the stock exchange, and willing to pay for shares of controlling costs, exceeding the price at which shares traded in the market, are at a high price, according to petitioner's argument,
Only those shareholders who have voting rights effective, whereas shareholders have no voting rights or their right to vote is low, prices will not receive within that. Petitioner see this discrimination in matters of stock market investors and especially the discrimination against so-called "small investor". He claimed that the current situation, even after a correction of - according to guidelines of the Stock Exchange, is unfair and management of the stock market correctly, and therefore the market to correct its policies, to be canceled discrimination between shareholders regarding voting rights, and determine not to sign up for trading, but shares, provide equal voting rights for all shareholders. According to petitioner, because the stock market so far refused to change its policies, the finance minister had to run the authority to change the regulations on - by an order under section 48 (b) of the law. Last meeting, we had this petition, on 2.11.83, informed petitioner that he satisfied that, given the market an order to change its guidelines, in the general guidelines will be on equal voting rights among shareholders, but management of the stock market will be empowered to decide on exceptions of equality, if she finds it necessary to do so.
4 problem, if I should limit the stock market trading, only to grant the right to vote shares traded which guaranteed equality of voting rights between shareholders and publicly traded, was discussed before the various committees in Israel.
Back in 1963, were before the enactment of the Securities Act, we will discuss this issue on - by the commission to issue securities and commercialize them, headed by Prof. A. Yadin. Yadin Committee recommendation report was filed, no arrest Publishing shares without voting rights, and protection of investors to come on - by a full and fair disclosure of rights, give the shares will be recorded on the stock exchange. This recommendation was accepted Yadin committee majority. The report The committee, discussing this issue (Appendix D of the stock market affidavit answer), say: F
".241 The Commission refrained from offering suggestions about this. Extent that the argument around this problem is based on the principles of democracy within the commercial and executive responsibilities to shareholders, we believe the issue lies in the roles of Tzltnr Committee (the Committee about changes to Dana Companies Ordinance - Y. c.) than in the roles of this committee. If it comes to listing securities on the stock exchange committee believes that most of the Kenyan question of voting rights restriction or denial - even on ordinary shares - should not be among the tests for registration of a stock exchange.
.242 Only legal means that we recommend it is the means of full and fair disclosure. Interest in voting is one of the things that you can run the Israel Securities Authority wide powers to demand information highlighting the details
Some form in every way and find it necessary to put the public investors to the full meaning of the limitations which restricted the rights vested by the starting value of paper ...
.243 Although the formal authority of the Israel Securities Authority will be limited, according to our offer, prominently disclosure requirements, should not be ignored, even at this point, the inherent existence of additional options you contact the Authority by way of clear conviction ... And similar options on the impact of trust or daughter signed a distribution ... But the final decision whether to give or to deny or limit voting rights, will remain in most of the committee's recommendation, by the issuing enterprise management.
Apparently, most of the committee's recommendation seemed Lmnshi law, and - so do not find any provision regarding the restriction on the types of shares that can be listed for trading on the exchange. However, are rules and regulations promulgated pursuant to which detailed instructions for full disclosure regarding the rights of shareholders.
In 1977 discussed the voting rights of shareholders 'voting rights committee "headed by Mr. H.' sugar (hereinafter - Committee Buttercup), appointed by the Board of Exchange. This committee report (Appendix E of the stock market response affidavit), the commission recommended, "all the shares of companies seeking registration of their shares for the first time the stock market will have equal voting rights, but will be unable to deviate from this principle in different cases, outlined the committee's recommendations, including cases, be determined on - the decision of the Board. The commission recommended that all new companies face about not Taofsr deviation principle of equal rights over the treatment of 4 in 1 for better voting, except for cases in which basic Taofsr issuing shares. by recommendation Buttercup Committee has to give voting rights to shares without voting rights, the records already on the market, and that under certain conditions detailed in the report. Committee discussed recommendations on sugar - by the board of the stock market, and imposed on another committee, headed by Dr. Chet, process guidance on this issue. Chet Committee submitted its recommendations the Board (Appendix F of the stock market response affidavit), of which did not sign up for trade shares, which do not give their owners the right to vote, but may be to register the shares of various types, have priority rights to vote, under certain conditions detailed in the report. Also offered about - Chet Commission, the rules, which she recommends, will be valid for five years. After further discussions on the board of the stock market ¬ accepted by the Council on 9.12.77 guidelines mentioned above (Appendix T. affidavit stock market's answer). According to these guidelines is not listed for trading stocks, not give their owners the right to vote, but there is no obligation of providing equal rights, but new offerings. "Ratio of voting rights for each unit of capital - in terms of nominal monetary value" shall not exceed five to one, companies of commercial banks shall not exceed ten to one. Guidelines also states that if the proposed listing two types of shares, has to offer
Public shares both kinds. Meaningless instructions was not Eofsr registration of shares of new companies, who have basic shares. No guidelines Moknot rights violations, and therefore no change in shares that were already registered on the stock exchange, but set rules for listing additional capital effort to improve the voting rights of shares held by the public. Set guidelines, they will be valid for five years.
Even the Knesset Finance Committee needed regarding voting rights, and she decided early in 1978, that "must strive to grant equal rights to vote its securities. Therefore, the stock exchange's management to reconsider its decision regarding the voting rights of preference shares and financial. Preference voting rights, if any, have allow only for preferred industries, and as decided when will these rights "(Article 16 decision of its Finance Committee - Appendix I. Affidavit her answer TASE). Finance Minister was asked about - by the Finance Committee to report within six months the implementation of recommendations. These recommendations were brought before her board market, outcome guidelines which have been corrected, canceled a distinction between banks and other institutions, and establish its voting rights ratio five to one per member, sign up for the first time the shares on the stock exchange.
Since the date of five years, set the guidelines, was coming to an end before the end of 1982 following a petition before us appointed Finance Minister, Mr Y. Aridor, August 1982, a committee headed by Dr. Ben - Ami Zuckerman (hereinafter - Committee Zuckerman), whose function is to check the voting rights of shares traded. Zuckerman Committee submitted a report to Finance Minister in late October .1983 attachment report from the Minister of Finance from Tel-Aviv, as Heshvan (30.10.83). Zuckerman Committee's recommendation is that anchor the law regarding the provisions of ordinary shares guidelines, stating that no record trading stocks, not buy any voting rights, with respect to voting rights shall not exceed 5: 1 report and recommendations are more about voting rights, designed to ensure public Investors certain rights - to strengthen the protection of the minority from unfair exploitation of - by the majority. of this trend on the Zuckerman Committee recommended certain amendments Companies Ordinance. Zuckerman Committee report attached memo, which was held on - by Prof. Uriel Procaccia , where the learned author explains his position, which has completely rule out intervention in the stock market and leave the voting rights in this matter Lmnfyakim freedom of action. On the other hand, the minority opinion of Committee member Dr. Chet, are reasons for preferring order, gradually ensure full equality of voting rights.
Letter-effects of sitting - Prime Minister of Finance told the committee, the committee stood at seven final wording of the report, there have been important events in the capital market, the committee majority opinion was that delay the submission of the report to examine if these matters have implications for Committee conclusions; however, declined the request because the hearing was denied, a decision
Zuckerman Committee submitted its report without delay, as he was brought before the court during the hearing. Minister of Finance, Mr. Cohen - Orgad, asked the committee to complete its report, as it relates to examine the possible implications of recent events on the capital market committee's recommendations.
.5 The question, whether to ban or restrict registration of shares on the stock exchange without voting rights, was discussed in two committees in England and Canada, each of these committees came separately to the conclusion that the condition Listings granting equal voting rights for all types of shares. England committee headed by Lord Jenkins (Lord Jenkins) filed its recommendations on this matter in June 1962 (, london) report of the company law committee (1962,. 1749cmnd).
About which we are discussing disagreement committee Jenkins. The majority opinion was that prohibit trading in stocks, which do not confer voting rights. Along with this recommended - by a majority on the committee, has taken certain steps to protect the rights of shareholders without voting rights (Article 40 of the report).
In contrast, the minority opinion of three out of four - ten members of the committee, including Prof. Gaoar (lc Gower), author known as the Corporate Law in England, expressed opposition to the registration for trading of shares without voting rights. Minority recommendation was that prohibit trading in shares without voting rights or voting shares are associated with limited, except in special cases. Committee report, Jenkins was given a detailed explanation to the question of majority minority opinion at issue, since the arguments for and against this question repeated in various formulations of laws and bills of all the committees discussed the matter, not Afrt these arguments here, but stand on the major arguments later ruled -- this law.
Issue of restrictions on trade in shares without voting rights or limited voting rights in Canada will discuss the report, submitted in September 1981 on - by a committee of the Toronto Stock Exchange Ontario Securities Commission. In this report were widely pros and cons of trading in stocks devoid of voting rights. The committee's recommendation was (on page 21 of its report), that refuse to register for trading shares without voting rights or shares grant voting rights limited. This committee also recommended certain measures to maintain the rights of such shareholders.
.6 The petition is based on the argument that the existing situation, even after correction was made - by the guidelines, not proper or fair settlement of stock exchange trading. To support this contention petitioner relies on farms - the opinion of Prof. Gaoar, where he repeated the main reasons for the committee found the minority opinion in Jenkins, and on farms - further knowledge of experts, who pointed to the situation that existed when the petition was filed on the stock exchange next date that, and some distortions, which were created as a result of multiple shares, which do not confer the right to vote or give voting rights is very limited, deposition of Prof. H. Levy explains stating, stock exchange securities market
Tel - Aviv is not "effective" due to special influence of banks on the same system market and consequently the existing low level of liquidity on the stock exchange market with such issuance of shares of voting rights is not reflected in the preference and comfort always and price of shares. To Professor Levy (section 12 of the deposition): N.
"Lack of method Hginoth expressed prominently that the market does not express the value of control of the company. This value is kept off the market in the hands of holding him."
Compared to farm - this opinion regarding the situation on the stock exchange, filed on - by the World Zionist Organization's statement Mr. Jacob maintained, which is hidden, based on detailed arguments the affidavit, the conclusions and opinions of Prof. Levy. According to the opinion of Mr. Shemer, stock exchange market in Tel - Aviv market is "efficient" and he also quotes Professor Levy article it published, which - despite the fact that the Israeli stock market business volume is relatively small, the long term can be seen even in the Israeli market market more "efficient" the American market.
Petitioner brought before us, as an example of a situation you want the good, the arrangements

Existing stock exchange of New - York American stock exchange
(american stock exchange). Both of these exchanges must register shares without voting rights, but you can register shares with different voting rights, provided the assured minimum voting rights shares assumptions about certain topics (Appendix th Tu answer deposition of the stock market). Also brought us a detailed list of terms of trade in shares in different countries of Europe. According to this list and a review of his book (1980,. 3 rd ed, london), dr. P. Meinhardt, company law in europe some European countries there is a ban on - according to the law on public offerings of shares without voting rights, there are also countries, prohibit public offerings of shares with voting rights of preferred, but most European countries, also prohibit the issuance of those shares without voting rights , is allowed to issue shares with voting rights premiere preferred.
.7 Above indicates, the committees, which discussed the issue in dispute in the country and outside - the country, came to the opinion, that order equal voting rights as a condition for registration of shares on the stock exchange, unique in this matter was the sugar commission, its conclusions mentioned above, but recommendations not accepted - by the board of the stock market. Petitioner raised a claim that relate to the decisions of the Board of the Stock Exchange as decisions adopted in the present without bias, because most members of this Council are representatives of banks and "special interests". However, even if this argument really has, and so we do not need to make a decision - this law, it is clear From Review brought above, various committees, which were complex and there are experts, their impartiality is not imposed any doubt, the conclusions reached, negating the result which aims to Petitioner, as mentioned above, the arguments about disputed repeat themselves in different formulations in the discussions to be held on this subject, and - yes I will hereafter only the
Explanation, which appears in the last committee report, discussing the matter with us, and Zuckerman Committee. This committee report said: In
".8 Arguments for equal voting rights of shares rely on two main elements: and
.1 Basic moral principle: N. principle is to maintain the democratic management of companies, and give voting rights proportional to capital invested. It's not fair that the reminder control by a handful of shareholders in the company involves relatively little, while accumulating the most capital invested will be no significant effect on the Company's activities.

2 Basic economic benefit. Equal voting rights allows
More effective supervision and management activities. Discrimination, voting rights allows the decrease in terms of amounts of capital invested - to control the company, not even running the company efficiently. The very possibility of transferring control is an important deterrent, both as to executives and behavior as urging the public limelight investors a way to manage the company which invested.
.3 Another problem may be due to the existence of two types of securities
Is a problem of liquidity. Exchange experience of Tel - Aviv shows that liquidity of shares that grant the right to vote is preferred in most cases lower than that of other shareholders; some cases, controlling shareholders hold preferred shares, while they use their other stock prices for bias, without risking losing control of the company.

.9 Arguments against the imposition of equal voting rights, or
Legal or administrative intervention in any subject, are also based on two key elements: in
1 The general principle of freedom of association: and have seen the relationship between the Company and its shareholders contractual arrangement between the shareholders and in accordance with customary law - the principle of freedom of contract - the parties should be left to determine the contents of the contract, this will ensure investor securities range, while maintaining the flexibility of companies issuing business, and assuming that the capital market is a sophisticated market, and that the investor is complete information on all range of securities and rights accompanied them, the choice to stay in his paper what he desired value depending on involvement in managing the company learned that he wanted to achieve, we can assume that share price reflects in part the voting rights per share and taste Nilo require only person interested in fruits of his investment, pay for the right to not want her at all.

.2 Economic efficiency considerations of social policy: N. enforcement of equal voting rights will result from economic and unwanted following reasons: in
It will deter domestic firms - private capital raising from the gain for fear of losing control. It will prevent them the ability to realize their economic potential on the one hand and lower the possible diversity of financial instruments available to the public and serve to raise capital from the public on the other; equal voting rights, if indeed it has to allow replacement of Management article advocated equality, may cause more harm than good state ¬ Israeli capital market manipulation may be replaced by manipulating stock in companies; it may takeover the company which will not be the result of a genuine interest in the company management but Tnba desire to sell control of profit.
Enforcement of voting rights and real equality impossible, circumventing the restriction by changing the company's capital structure and the establishment of subsidiaries will cause distortions Snzkm exceed benefits in realizing the principle of equality.
Enforce equal rights opponents argue that voting is forbidden to copy concepts from theory into corporate law regimes based on theoretical foundations of different practical. Moreover, experience shows that where there is equality of voting rights does not bring the actual impact of small shareholders from the public about the management company. Experience shows that they rarely turn on their voting rights, whether due to disinterest and lack of appropriate tools. When capital is scattered by the company a large number of small shareholders, management can control the company by a relatively small concentration of voting rights (especially when shareholders can contact them and ask for a proxy vote on their behalf).
Possibility to take over the companies through a purchase offer 'is indeed a stimulation of the Executive, but that' fly in the ointment. There are quite a few shareholders who buy shares of a company for its animal control Bmisdih trust her. Moreover - the possibility to take over companies by acquiring shares on the Stock Exchange takeover could bring the specific goal of rapid implementation of profits by the sale as opposed to development company takeover, takeover factors - welcome to companies that are public interest, or concentration of control in the rest of the economy.

Another argument of opponents to enforce equal voting rights is that
הצג סקריפט אנגלי
Most goals seeking to support the principle of equality to achieve better can be achieved in alternative ways. For example ¬ legislation effectively prevent abuse of controlling shareholders and ensure Aintrm also keep the public shareholders would be assured they could affect the company's operations. "Zuckerman Committee, after detailed arguments for and against setting this equal voting rights, explained the conclusion not to impose equality such other tongue: and
"Tell the committee members should not be any fundamental principles depend on them conflicting opinions on the question of equal voting rights, teacher - exclusively through the proper public policy on this question; also advocated extremist views are not ignored disadvantages inherent in each approach and the benefits of using concepts rather opposite approach. Although an advocate who principle of democracy ¬ managing companies providing identical rights to those who invested the same amount - it must also recognize that enforcement of equal rights does not guarantee the actual voting public investors have little real effect on the conduct of the Company. not only indifference small shareholders rights, indifference that participation in meetings General's shareholders indicates it, is what causes it. recognition of the legality of the voting agreements between shareholders, the possibility exists under regulations incorporation of many companies to select all the directors by a voting shareholders - some of these factors that no small shareholder can not company to win representation in the board to influence the administration. In addition, many lack the ability and knowledge of the public needed to manage the company. There ignore economic considerations compared for equal voting rights - who find such expression can not effectively transfer management role by the 'proposed purchase of Company's shares - are other economic considerations should consider. Among these mention the desire to expand the use of capital markets by domestic companies - which for Msichtn private market to ensure that shareholders have them, can maintain control, at least through the early stages of public companies . Such capital raising is also desirable because it allows domestic companies to expand their operations and benefit society in general because it provides public saving financial assets more diversity savings portfolio expansion. On the other hand also not forget that state intervention that limits the freedom of association is not only absolute in this area but in all related public policy, as well as special topics including the state sees the need to protect the public, such as consumer issues. "
.8 Our opinion is, petitioner failed to show that unfairness or lack of integrity on the stock exchange listing of shares, with voting rights are equal, at most, one can say on the subject at issue has a face here and there, but this is not enough to determine, the existing arrangement, as stated in the stock market guidelines, is unfair or houses properly, making this argument would require the conclusion that trade shares on the stock exchange, as it is conducted in many countries with similar economic system that exists here, goes on - the unfair elements. To "gardens" required to comply with the provisions of law should be given meaning, substance appropriate subject, which discusses the law, and - trading securities competitive economic regime ¬ capitalist, where there is basically free to call contracts, which, for - according to the law, be issued shares with different voting rights and shares and have no voting rights. Economic regime - such social whole can not be seen - gardens existing arrangement, which is a compromise between those who advocate full freedom in determining the voting rights - by Hmnfyakim, who want to distribute the stock exchange trading, and the approach advocated "Ftrnelistit", designed to spread maximum protection for "investor little "save him from the results of ignorance and ease of mind the rest - about - yes, a few main reasons, which petitioner bases his claims, controversial among experts. Already mentioned above, the dispute whether the stock exchange market in Tel --
Aviv is "effective". Argument, shareholders have no voting rights, do not get at Jeremiah "in the case of acquisition of shares control - by the investor, who wants to take over society, hidden from Mr. retained his affidavit (paragraph 7), pointing to cases where owners were also shares, which do not confer control, significant price increases next purchase shares control - by a stranger. The hidden argument of petitioner, on the stock exchange in Tel - Aviv traded shares at a price equal to and sometimes lower than the price of shares with higher voting rights, so information related to voting rights is not reflected in share prices. According to his affidavit was said by Mr. Mr. (section 5), one case of this phenomenon, which pointed to Professor Levy, was an "pathological", created under special circumstances, after a while became "match" the price distortion disappears. Examples of events on the stock exchange arguments, presented an affidavit from Mr. Shemer, seem convincing, but we have no need to rule on this petition controversial among experts, because as everyone knows, when there is honest disagreement among experts and real. High Court of Justice tends not usually choose to intervene in dispute between the different opinions of experts (HCJ 113/68 [1], p. 272; HCJ 396/82 [2], p. 50; in " C 297/82 [3], p. 55). be on - so settle in Dana determination, petitioner could not show the existing situation regarding voting rights causes serious distortions, deny the fairness or integrity of securities trading conducted on the exchange.
Considerations, allowed the authorities responsible for regulating trading on the Stock Exchange to consider are many and varied. There is nothing wrong with it, and each island - that decency, the Authority takes into account, the resolution of matters of trade exchange, the need to encourage many companies to raise capital through the stock market or close to them the way that the - by the restrictions.

Other consideration is permissible to consider in this context is to prevent the danger of domination of foreign capital or even hostile to capital projects that matter the country's economy. Considerations "National" are not improper at all, and they were among the factors which influenced the Commission's recommendations Toronto. How much more there is to see such considerations considerations regarding the special situation of Israel. As already stated several times in connection with the problem of "reasonable" actions of authority, some Slbaih can be several solutions, each of which is likely (HCJ 840/79, um, 830/79, 860 [4], p. 744; HCJ 297/82 [3] above, p. 43), so a problem can be several solutions, each of which is "fair", Ohginoto of one solution that does not include the Hginoto of another solution.

5129371 .9 In sum, in this case we have no basis to determine that the way in which the stock market has chosen to go, was infected with some defect, and - yes there is no escaping the rejection of the petition.
.10 During the hearing this argument was made, had no authority Slborsh install instructions above, but any changes regarding determining voting rights as a condition for registration on the stock exchange had to be done by way of amendment regulations, we do not need to discuss whether this argument is based, the petitioner not requested, be given an order cancellation instructions, and clearly, that such an order could not be benefit the petitioner, after the abolition of the guidelines would bring to the absence of any limitation and freedom of action Lmnfyakim connection with voting rights. Lhovsky attorney, came - Zionist Power , argued at the beginning of the hearing, no valid instructions, but the decision, dated 2.9.82 not allowed to argue this claim, because it exceeds, in our opinion, the petition.
.11 We cancel the order - about - terms of rejecting the petition. The petitioner to pay to each Respondent, the first and fourth, second and third respondents together, this petition costs in the amount of 000, 40 shekels.






Verdict given on Y. Adar Tel-Aviv, (13.2.84).