Ayalon Shareholder Seeks Documents for Derivative Lawsuit Over Business Deal
Translated & summarized from Calcalist by baba
Ayalon Insurance shareholder Gad Liebman is seeking court-ordered access to company documents to file a derivative lawsuit. The suit targets Ayalon's board for waiving an opportunity to acquire control of Altshuler Shaham Finances, which was then taken by Ayalon's controlling shareholder, WiShore. Liebman alleges conflicts of interest and improper business dealings, demanding access to relevant records within 30 days of a court decision.
The story in 6 lines · by baba
- Ayalon shareholder Gad Liebman seeks court documents to file a derivative lawsuit against the company.
- The suit concerns Ayalon's board waiving an opportunity to buy Altshuler Shaham Finances.
- Ayalon's controlling shareholder, WiShore, acquired Altshuler Shaham for approximately 1 billion shekels.
- Liebman alleges conflicts of interest involving directors serving on both Ayalon and WiShore boards.
- He claims WiShore improperly took a business opportunity belonging to Ayalon.
- Liebman demands access to specific documents related to the transaction and board decisions.
Gad Liebman, a shareholder in the insurance company Ayalon, has filed a request with the Tel Aviv District Court to compel the company to grant him access to its documents. This move precedes Liebman's intention to file a derivative lawsuit on behalf of Ayalon.
The legal action stems from a September decision by Ayalon's board of directors to forgo an opportunity to acquire control of Altshuler Shaham Finances. Instead, the opportunity was passed to WiShore, Ayalon's controlling shareholder. WiShore, along with its General Manager Yair Levinstein, subsequently signed a deal to purchase control of Altshuler Shaham from its former owners, Gilad Altshuler and Ran Shaham, for approximately 1 billion shekels, valuing the company at 1.8 billion shekels. WiShore's share of the payment is 815 million shekels.
Liebman, represented by attorney Lior Lahav, previously sent a letter to Ayalon's board demanding the resignation of directors Emil Winschel and Zvi Barak. He argued that their concurrent directorships on WiShore's board created an inherent conflict of interest. Liebman is considering a derivative suit against WiShore Globaltech, its controlling shareholders, and the officers involved in the decision.
WiShore's disclosure of the deal stated that Ayalon was offered the opportunity but declined due to regulatory limitations. Liebman disputes this, claiming the opportunity was not foreign to Ayalon. He cited a public interview by Winschel, stating that negotiations with Altshuler Shaham began two years prior, initiated by Ayalon's General Manager Sharon Reich during a meeting with Levinstein. The purported rationale was to integrate Ayalon's life insurance operations with Altshuler Shaham's provident fund activities.
Liebman alleges that WiShore improperly took a business opportunity belonging to Ayalon through a waiver decision by a board controlled by WiShore Globaltech. He claims the decision lacked approval from an independent committee, relied on a single legal opinion, and was not ratified by the general assembly as an unusual transaction. Liebman seeks access to documents related to WiShore's approach to Ayalon, the waiver of the deal, meeting minutes, communications from Winschel, Barak, or Reich, and Ayalon's legal counsel opinions.
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