ENP Newswire -
Release date- 08082014 -
The Applicant claims, in brief, that the Company's engagement and execution of a related parties transaction by it as part of the ZIM debt arrangement were made ultra vires contrary to the approval of the Company's general assembly, and even though the condition precedent for the Company's engagement was not met. The Applicant refers in this context to the condition of the transferability of ZIM's shares under Special State Share, which he claimed was not met.
Applicant also claims that as a result of this engagement and execution, the Company incurred damages estimated by him as amounting to tens of millions of dollars.
In the Motion, the court is asked to compel the Respondents (excluding the Company and ZIM) to convene a shareholder meeting to decide whether to approve the Company's engagement in ZIM's debt arrangement, or alternatively order the respondents (excluding the Company) to compensate the Company in an amount not less than
In addition, the Applicant claims on various grounds against the aforementioned directors, members of the Special Committee of the Board regarding ZIM's debt arrangement, including breach of statutory duty, exceeding authorization, breach of duty of care and duty of fiduciary, and claims that they had and Millennium Mr. Ofer, as controlling shareholders of the Company, to act to convene additional shareholders meeting.
Simultaneously, the Applicant submitted a motion that the parties submit their pleadings within short periods of time and that hearing of the Motion to approve the submission of a derivative action be scheduled shortly. The Company is studying the Motion and the action.
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