Receivers Entitled to All of Shareholders’ Information Rights
In Slonim et al v. Amcor Ltd., the District Court in Tel Aviv –Yaffo held that receivers appointed by a court of law over a debtor’s assets, which include shares, are entitled to the same rights as a shareholder.
The appellants are two receivers separately appointed by two different courts over the assets of the same person. Included in those assets were shares of the respondent company who refused the receivers request, as the holders of the debtor’s shares, to view information about the respondent.
The court held as follows:
From the moment their appointment takes effect, court appointed receivers, as part of their duty to assess the value the worth of the shares, have the same rights pertaining to shares in the company as the shareholder/debtor, without having to register themselves as the holder of said shares. Moreover, the receivers are entitled to view information about the company that predates their appointment.
The court rejected the company’s argument that since the debtor’s shares did not contain any voting rights, the holder of said shares had no right of view information about the company, stating that this argument has never been supported in any Israeli court. The law itself does not distinguish between voting and nonvoting shares with regard to a shareholder’s right to view information of a company, thus the court ruled that in general, holders of non-voting stock are entitled to the same statutory information rights as those provided to the holders of voting stock (this applies to any holder of non-voting stock, not just receivers).
In addition, the court also rejected respondent’s claim that the receivers had no right to view the information requested, since it was not on the agenda at the general meeting of the shareholders. The court held that the company’s claim has no basis in any law, court ruling or legal literature. The clause stating that any information requested be included on the agenda for the general meeting of the shareholders was not intended to be a precondition to limit a shareholder’s right view information but simply an additional reason for which a shareholder should be granted access o the information.
The court did however agree with the company’s argument that the appellants did not meet their requirement under law that request to view information would must specify the reason or reasons why he should be permitted to view the information. The burden is on the shareholder to prove that the statutory conditions permitting him to view the company’s information are indeed present. Here, the receivers simply stated that they needed the information to execute their duties as receivers, which in and of itself does not satisfy the shareholder’s burden. The court noted that it would have been sufficient if the receivers had stated in their request that they needed to view the information in order to assess the value of the assets for which they are responsible and should the receivers resubmit their request in sufficient detail, the company must grant them access to the information requested.
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