{"id":145318,"date":"2026-07-13T10:49:22","date_gmt":"2026-07-13T10:49:22","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=145318"},"modified":"2026-07-13T11:23:47","modified_gmt":"2026-07-13T11:23:47","slug":"israel-shareholder-activism","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/israel-shareholder-activism\/","title":{"rendered":"Israel: Shareholder Activism"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-145318","comparative_guide","type-comparative_guide","status-publish","hentry","guides-shareholder-activism","jurisdictions-israel"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Barnea Jaffa Lande<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2024\/05\/Barnea-New-Logo.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Barnea Jaffa Lande<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2024\/05\/Barnea-New-Logo.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Shareholder Activism laws and regulations applicable in Israel<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the principal sources of laws and regulations relating to shareholder rights and activism?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The primary framework governing shareholder rights and activism in Israel derives from both statutes and regulations. The Companies Law, 1999 (the \u201c<strong>Companies Law<\/strong>\u201d) sets out the corporate governance rules for private and public companies, including rules on shareholder meetings, director elections, fiduciary duties, shareholder protections, special approval requirements, proxies, and voting rights. Public companies are also subject to the\u00a0Securities Law, 1968 (the \u201c<strong>Securities Law<\/strong>\u201d), which governs securities markets and public offerings; addresses disclosure requirements, insider trading issues, and market conduct; and establishes the regulatory framework for public companies. While the Securities Law has local jurisdiction over the Israeli market, the Companies Law is extraterritorial and applies (subject to certain exemptions) to all Israeli companies, including those traded on foreign stock exchanges, such as Nasdaq, the NYSE, and the LSE.<\/p>\n<p>Key regulations under these laws include the\u00a0Companies Regulations (Written Voting and Position Statements), 2005;\u00a0the Companies Regulations (Notice and Announcement of General Meetings and Adding Items to the Agenda), 2000; the Securities Regulations (Periodic and Immediate Reports), 1970;\u00a0and\u00a0the Securities Regulations (Transaction between a Company and Its Controlling Shareholder(, 2001.<\/p>\n<p>The Israel Securities Authority (the \u201c<strong>ISA<\/strong>\u201d) issues regulations, directives, and staff positions that interpret and implement relevant provisions of the Securities Law and the Companies Law.<\/p>\n<p>In addition, institutional investors must comply with sector-specific laws, such as the Joint Investment Trust Law, 1994, for mutual funds, as well as directives that encourage them to vote and engage with investee companies. In applicable cases, they are also required to publish their voting decisions and the reasons underlying those votes. There are also \u201csoft law\u201d influences, including proxy advisory guidelines issued by local firms such as Entropy and Emda, which, while not legally binding, significantly influence how institutional shareholders vote and engage.<\/p>\n<p>The general market abuse framework, including insider trading, market manipulation, and fair disclosure, applies fully in activist situations, and activists are subject to the same restrictions as other market participants. In practice, this means that if an activist becomes an \u201cinsider\u201d\u2014for example, by obtaining non-public financial data or joining the board\u2014the activist must refrain from trading on that information until it becomes public. Companies, in turn, must ensure they do not selectively disclose material information to one shareholder without making it public to the entire market.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How is shareholder activism viewed in your jurisdiction by regulators, shareholders and the media?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Historically, the Tel Aviv Stock Exchange (the \u201c<strong>TASE<\/strong>\u201d) was characterized by companies with distinct controlling shareholders holding 50% or more of the voting power. However, recent years have seen a substantial increase in the number of TASE-listed companies that do not have a controlling shareholder. As of 202. They are a growing segment of the TASE-listed universe, reflecting a long-term structural shift in Israeli public market ownership patterns. This change has created more opportunities for activist campaigns. In parallel, shareholder activism has come to be viewed positively by both regulators, especially with respect to non-controlled companies, and shareholders, particularly institutional investors.<\/p>\n<p>The ISA actively supports shareholder activism by deeming certain anti-takeover mechanisms illegal, as they can limit shareholder powers vis-\u00e0-vis management, and by encouraging institutional investors\u2019 involvement as a means of improving corporate governance. Nevertheless, regulators still expect activists to comply with all rules, including reporting and insider trading restrictions, and not to destabilize markets.<\/p>\n<p>The Israeli Companies Law facilitates activism by allowing shareholders with as little as 1% of a company\u2019s voting rights to file shareholder proposals at general meetings and shareholders with more than 5% of issued share capital to call special shareholder meetings. However, for Israeli companies whose shares are traded on Nasdaq or other foreign exchanges abroad, the thresholds are 5% and 10% respectively, making it much harder to gain a position of material influence in such companies (see also 2(b) below). Israeli media covers high-profile activist campaigns, generally highlighting the activists\u2019 critiques of management and the resulting share price reactions. Activism led by institutional investors is viewed as legitimate and as focused on long-term governance and performance improvements. Although some foreign hedge funds targeting Israeli companies may receive less favorable media coverage, overall, the press recognizes activism as an established element of corporate life rather than an affront.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common are activist campaigns and what forms do they take? Is activism more prevalent in certain industries?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Activist campaigns have become increasingly common in Israeli companies over the past decade. Although not as ubiquitous as in the United States, such campaigns occur multiple times a year, especially in companies with dispersed ownership. In Israel, activism at TASE-listed issuers is driven less by classic US-style hedge fund campaigns and more by minority-shareholder litigation, shareholder coalitions, board contests, voting scrutiny, related-party transactions, and executive compensation.<\/p>\n<p>Common forms of activism include:<\/p>\n<ul>\n<li>Removal of incumbent directors and appointment of shareholder nominees to boards<\/li>\n<li>Legal actions and derivative suits<\/li>\n<li>Position papers, public letters, and negotiations with boards or controlling shareholders<\/li>\n<li>Corporate structure amendments to change the company\u2019s articles of association<\/li>\n<li>Strategic changes, such as mergers or a refocusing of the core business<\/li>\n<li>Improvements in capital allocation, including higher dividends or buybacks<\/li>\n<\/ul>\n<p>Activism is particularly notable in Israeli-incorporated, Nasdaq-listed companies. These companies are concentrated mainly in the technology and life sciences sectors and typically have a dispersed ownership structure. As foreign private issuers (FPIs), these companies operate under a hybrid US-Israel corporate governance regime, in which US securities law obligations, including SEC reporting requirements and Nasdaq corporate governance rules (to the extent not waived under FPI exemptions), overlay Israeli corporate governance rules. This creates a multi-jurisdictional framework that presents both opportunities and challenges for activists: while activists may leverage US disclosure mechanisms and engagement tools, they must simultaneously navigate Israeli Companies Law requirements in exercising core shareholder rights, such as calling meetings, submitting proposals, and seeking board representation.<\/p>\n<p>Beyond technology and life sciences, activist campaigns have been observed with increasing regularity in the real estate, financial services, and consumer sectors, particularly in companies undergoing strategic transitions, experiencing management underperformance, or facing capital allocation concerns.<\/p>\n<p>Rather than pursuing traditional takeover bids, activists often use significant minority stakes, institutional alliances, voting coalitions, and procedural rights under Israeli law to influence governance.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How common is it for shareholders to bring litigation against a company and\/or its directors and what form does this take?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Shareholder litigation against companies and directors takes two main forms under Israeli law:<\/p>\n<p><strong>Derivative actions<\/strong>: Under the Companies Law, any shareholder or director may bring a derivative claim in the name of or on behalf of a company. This is a significant enforcement mechanism for shareholder rights and a common tool for minority shareholders seeking redress for wrongs done to the company when the company itself, being under the control of wrongdoers, fails to sue. Notably, the ISA sometimes agrees to provide financial support for a derivative action if it serves the \u00a0public interest and has a reasonable chance of success.<\/p>\n<p><strong>Class actions<\/strong>: The Israeli Class Action Law, 2006 allows shareholders (or investors) to file class actions on behalf of a class of shareholders, typically for Securities Law violations or misrepresentations that affected the share price, or for other wrongs that harmed shareholders as a class. These suits are quite common, for example, in cases involving financial misstatements, failure to disclose material information, or unfair related-party transactions. As with derivative actions, the ISA may fund a class action if it serves the public interest and has a reasonable chance of success.<\/p>\n<p>In certain cases of squeeze-outs or mergers, shareholders can also litigate to obtain a judicial determination of \u201cfair value\u201d of their shares. This appraisal right, exercised under Section 338 of the Companies Law, has been shaped by judicial decisions in recent years, with Israeli courts increasingly referencing internationally-recognized valuation methodologies, including DCF analysis and comparable transaction multiples, in their determinations of fair value. Some activist campaigns may also lead to legal proceedings in which enforcement action is taken against companies and boards that refuse to comply with activist shareholders\u2019 demands.<\/p>\n<p>Shareholder lawsuits (especially class actions) have become relatively common in Israel\u2019s capital market. It is not unusual for major corporate scandals or sharp stock drops to trigger class action filings. Derivative actions are somewhat less frequent than class actions (given procedural hurdles) but are still a known tool, as even the credible threat of a derivative suit can lead companies to settle claims or improve governance. Many high-profile corporate disputes\u2014particularly involving conflicted transactions or corporate governance failures\u2014have ended up in court through these mechanisms. Recent case law confirms that litigation and court-assisted processes remain the central tools of activism. Recent decisions have strengthened minority shareholders\u2019 access to voting data in sensitive related-party votes and increased litigation leverage in conflicted M&amp;A transactions, including where minority oppression, management conflicts, or flawed approval processes were alleged.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders\/activists have to access the register of members?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>By law, every company must maintain a shareholders register listing all registered owners and, in the case of a public company, a register of substantial shareholders (persons holding 5% or more). Such registers must be open for inspection by any person.<\/p>\n<p>However, there is a distinction between \u201cregistered\u201d shareholders and ultimate beneficial owners. Almost all shareholders in TASE-listed companies hold their shares through banks or brokers in \u201cstreet name\u201d (meaning that the formal registered owner is a nominee company). Accordingly, an activist can typically obtain the list of nominee shareholders from the register, but to obtain the names of the underlying beneficial owners, activists often rely on their own networks or on regulatory filings. Anyone holding 5% or more in a public company must file a report disclosing their stake (see 3a below).<\/p>\n<p>We note that the Companies Law provides that a company must prepare and keep minutes of all general meetings of its shareholders. Each shareholder is entitled, upon request, to receive a copy of these minutes. In addition, in the case of a public company, there is an obligation to make public the voting positions of institutional investors, shareholders holding more than 5% of the voting rights, and members of the company\u2019s senior management. This post-meeting disclosure can help activists gauge how shareholders voted on certain proposals.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders have to requisition a shareholder meeting or table a resolutions in connection with a meeting? Who is responsible for the costs involved?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Shareholders have significant rights to requisition meetings and table resolutions.<\/p>\n<p><strong>Requisitioning Extraordinary Meetings<\/strong><\/p>\n<p><em>For private companies<\/em>: one or more shareholders holding at least:<\/p>\n<ul>\n<li>10% of the issued share capital AND at least 1% of the voting rights; or<\/li>\n<li>10% of the voting rights<\/li>\n<\/ul>\n<p><em>For public companies<\/em>: one or more shareholders holding at least:<\/p>\n<ul>\n<li>5% of the issued share capital AND at least 1% of the voting rights; or<\/li>\n<li>5% of the voting rights<\/li>\n<\/ul>\n<p>A company\u2019s board must comply with such a demand and convene an extraordinary general meeting (the \u201c<strong>EGM<\/strong>\u201d) within 21 days of receiving a valid request. The meeting must then be held within a reasonable time, and no later than three months from the date of the demand.<\/p>\n<p>In 2024, an amendment to the Companies Regulations (Relief for Companies Whose Securities are Registered for Trade on a Foreign Exchange), 2000, was passed. This amendment included a series of changes that limit the ability of activist shareholders to influence Israeli-incorporated companies listed on an approved foreign exchange, such as Nasdaq. Pursuant to the amendment, as of 2024, a foreign traded company may require 10% ownership to call an EGM, unless the foreign jurisdiction\u2019s rules mandate a lower threshold.<\/p>\n<p><strong>Tabling Resolutions\/Adding Agenda Items<\/strong><\/p>\n<p>Shareholders holding at least 1% of the voting rights may request that the board include a subject on the agenda of a future general meeting. The request must be made within a specified period after the meeting is announced. If the request is made on time and falls within the scope of shareholder authority, the board must add the proposed resolution to the agenda and issue an amended notice. Activists commonly use this mechanism to nominate director candidates or propose specific motions at the annual general meeting (the \u201c<strong>AGM<\/strong>\u201d).<\/p>\n<p>Pursuant to the aforementioned amendment, as of 2024, the threshold for proposals relating to the nomination or removal of directors for foreign traded companies increased from 1% to 5% of the voting rights.<\/p>\n<p><strong>Costs<\/strong><\/p>\n<p>The Companies Law does not explicitly specify who bears the costs when shareholders request a meeting. However, if a meeting is duly requested by shareholders, the company normally bears the costs of calling and conducting the meeting, while an activist incurs some incidental expenses in mounting a campaign. The Companies Law does provide that, if the board fails to promptly convene a meeting that was duly demanded, the requesting shareholders may convene it themselves (through the court), and the company must reimburse their reasonable expenses.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights do shareholders have to circulate statements to shareholders in connection with a meeting?  Who is responsible for the costs involved?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Israeli law, shareholders of a public company do not have a broad standalone right to obtain the shareholder list and independently circulate meeting statements to all other shareholders at the company\u2019s expense. Instead, shareholder communication in connection with a general meeting is generally exercised through the statutory mechanisms for (i) requesting that an item be added to the agenda, and (ii) submitting a position statement in relation to matters on the agenda.<\/p>\n<p>In addition, shareholders may submit a position statement relating to an item on the agenda of a meeting. When a position statement is submitted in accordance with the statutory timetable and formal requirements, the company must publish it through the applicable meeting publication framework. For Israeli public companies, in practice, this is typically done through the company\u2019s formal reporting and meeting documentation rather than by mailing activist materials directly to shareholders.<\/p>\n<p>Apart from issues related to items up for vote at a shareholder meeting, there is no specific statutory right for individual shareholders to require companies to circulate their statements to the shareholder base.<\/p>\n<p>In any case, the shareholder\u2019s right is not a general right to force the company to distribute any advocacy materials of its choosing. Rather, it is a regulated right to have a properly submitted position statement disseminated as part of the company\u2019s meeting materials and reporting process.<\/p>\n<p>As to costs, the shareholder would generally bear its own costs of preparing the statement, obtaining legal or proxy solicitation advice, and conducting any separate campaign or outreach efforts. The company would bear the administrative costs of publishing and distributing the meeting materials it is legally required to issue, including a duly submitted position statement or amended meeting notice.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What percentage of share capital is needed to appoint or remove a director?  What is the process?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Israeli public companies, directors, except for the \u201cexternal directors\u201d discussed below, are generally appointed and removed by a simple majority of the shareholders\u2019 votes cast at a general meeting, unless the company\u2019s articles of association require a higher threshold, which is unusual. Accordingly, shareholders may remove a director with or without cause, unless the company\u2019s articles provide otherwise. Most TASE-listed Israeli public companies do not have staggered boards or other removal restrictions, except as noted below with respect to external directors.<\/p>\n<p>Directors are usually elected at the AGM. The company will propose a slate of nominees, but, importantly, shareholders holding 1% or more, or 5% in the case of foreign traded companies, have the right, as described above, to add items to the general meeting agenda, including proposals for their own director candidates for election. If an activist nominates alternative candidates, the election at the AGM may effectively become a contested vote. If an activist wants to replace directors between AGMs, the activist can requisition an EGM, with 5% or 10% ownership, as discussed above, and place on the agenda resolutions to remove specific directors and elect new ones. Before dismissal, a director should be given a reasonable opportunity to present their position.<\/p>\n<p>It should be noted that Israeli public companies are required to have at least two \u201cexternal\u201d directors, who must meet strict independence criteria and are elected by a special majority to ensure independence. External directors serve fixed three-year terms and generally cannot be removed mid-term except under limited and extraordinary circumstances. The vote to elect an external director requires a majority of votes, as well as either (i) at least a majority of the votes of non-controlling and non-interested shareholders, or (ii) that the total votes against by controlling shareholders do not exceed 2% of the company\u2019s voting power.<\/p>\n<p>All director appointments in public companies are transparent. The nominee\u2019s name and r\u00e9sum\u00e9 are circulated in advance, and voting at the meeting is typically conducted on an individual basis for each board seat. If the activist\u2019s nominee receives a majority of the votes, the nominee is elected, and the board is reconstituted effective immediately or as of a date specified in the resolution.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What percentage of share capital is needed to block a shareholder resolution?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The percentage needed to \u201cblock\u201d a resolution depends on the type of resolution and the voting threshold required for its approval.<\/p>\n<p>In companies traded on the TASE, the approval of most resolutions (including regular director elections) requires a simple majority of votes. Accordingly, blocking an ordinary resolution requires more than 50% of the participating voting power. In practice, activists often aim to gather just over 50% of the votes to win or block ordinary resolutions. This may include informal cooperation, for example, with Israeli institutional investors. However, if a company does not have a 50% shareholder, even a much smaller stake (especially if combined with broad support from others) can cross the 50% threshold at a meeting, given that not all shareholders vote. Therefore, the effective blocking stake may be lower than 50% of the participating voting power, depending on turnout. At times, 20% to 30% of the total votes cast against a resolution may suffice to defeat an ordinary resolution.<\/p>\n<p>In some cases, a company\u2019s articles of association may provide that approval of certain matters requires a special majority (for example, a requirement for a 75% majority to amend the articles of association), in which case the blocking threshold is lower.<\/p>\n<p>Notably, Israeli law requires that resolutions on certain specific issues require more than an ordinary majority. Additionally, in certain cases, a majority of the minority (\u201cdisinterested shareholders\u201d) is required for approval. In these cases, a small percentage can effectively block a resolution by influencing the majority of minority votes. Such issues include (i) certain transactions between a company and its controlling shareholder, or transactions with a third party in which a controlling shareholder has a \u201cpersonal interest\u201d; (ii) executive compensation for a controlling shareholder or a relative; (iii) election of external directors; (iv) approval of the compensation policy for the company\u2019s officers; and (v) a person\u2019s dual tenure as chairman of the board of directors and the company\u2019s CEO or GM. In these cases, a small percentage may effectively block the resolution, by tipping the majority of minority votes.<\/p>\n<p>Pursuant to Israeli law, a built-in supermajority is required for approval of a squeeze-out as part of a full tender offer (as discussed later). To forcibly buy out minority shares via a full tender offer, the acquirer needs positive acceptance from holders of at least 95% of the company\u2019s shares. Thus, a 5% holding can block a full compulsory acquisition.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do holders of other instruments have any of the above rights?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Under Israeli law, holders of derivative instruments generally do not have the same shareholder rights (such as attending meetings, voting, or the ability to requisition meetings or propose resolutions), unless and until they hold actual shares (for instruments that provide for conversion into actual shares).<\/p>\n<p>In certain cases, holders of convertible instruments often negotiate contractual rights at issuance, such as the right to attend meetings as observers or to veto certain changes to the rights of the class. For example, a bondholder may have a say in certain corporate actions under the bond terms, but these are not shareholder rights under the Companies Law, rather rights under the contract\/indenture. Unless the question of a class meeting of bondholders arises (which is a separate regime), derivative holders do not get a vote at shareholder meetings.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is stamp duty payable on share acquisitions and can this be avoided\/mitigated?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. Israeli law presently does not impose stamp duty on the transfer of shares.<\/p>\n<p>While there is no stamp duty on share transfers, there may be acquisition tax if the target company is classified as a \u201creal estate association.\u201d<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">To what level can you acquire shares without having to disclose your position?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Israeli public companies, the key disclosure threshold is 5% ownership. A shareholder, or a group acting together, can accumulate up to just below 5% of a company\u2019s outstanding shares or voting power without any disclosure to the company or the public.<\/p>\n<p>Crossing the 5% threshold requires the shareholder to notify the company within one trading day. The company then publishes an immediate report of the holding to the public. Once the shareholder reaches 5% or more, every additional change in holdings of 2% or more in the aggregate, whether up or down, must also be reported in an immediate report, while smaller changes by such shareholders must be reported on a quarterly basis.<\/p>\n<p>Similar reporting obligations are imposed on directors and senior officers of a public company.<\/p>\n<p>The disclosed information includes the shareholder\u2019s name; ID, passport, or corporate number; the date and manner of reaching the threshold; and holdings in terms of the number of shares and ownership percentage of the company.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is the disclosure threshold different if the issuer is subject to a takeover offer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>No. The 5% disclosure threshold remains the same even if the company is in the midst of a takeover bid. However, during a takeover or tender offer process, any shareholder who crosses the 5% threshold, or whose holdings are changed thereafter, must still file as described above.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any rules which restrict the extent to which you can build a position?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Israeli law does not impose specific restrictions on the speed of position building, but several factors may effectively limit rapid accumulation.<\/p>\n<p><u>Disclosure hurdles<\/u>: If an activist wants to continue buying beyond the 5% reporting threshold, they must disclose at 5% and report every increase thereafter, which may drive the stock price up as the market reacts to the activist\u2019s involvement. This does not legally prohibit rapid buying, but it may influence behavior.<\/p>\n<p><u>Insider trading rules<\/u>: If the position builder has access to material non-public information, insider trading restrictions may limit trading activities.<\/p>\n<p><u>Market manipulation concerns<\/u>: Rapid accumulation that appears designed to manipulate share prices could trigger ISA investigations into market manipulation. An activist must exercise caution to avoid engaging in market manipulation, for instance, by placing orders in a manner intended to unnaturally inflate the price and deter other market participants.<\/p>\n<p><u>Practical limitations<\/u>: Liquidity constraints and the relatively small size of many Israeli public companies may naturally limit the speed of significant position building.<\/p>\n<p><u>Takeover (tender offer) rules<\/u>: There are step-function rules in place. If building a position triggers a requirement to make a tender offer (see 3(d) below), this may effectively slow the activist at certain junctures. Specifically, approaching 25% or 45% ownership has legal implications. For example, if no one currently controls the company, a shareholder who wishes to exceed 25% cannot rapidly cross that threshold solely through market purchases. Rather, they would need to comply with the special tender offer process, which inherently requires time and mandates an offer to all shareholders. Thus, the activist must either stop short of 25% or pause and proceed through a formal process, which limits the speed of acquisition at higher ownership levels.<\/p>\n<p>In some cases, required governmental approvals may indirectly impede an acquisition. For example, acquiring certain positions in banks and insurance companies requires regulatory approval, and if the activist&#8217;s business operations overlap with those of the target, antitrust approval may also be required.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there circumstances in which a mandatory takeover is required?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Israeli law mandates that a tender offer be made to all shareholders in certain circumstances when a shareholder\u2019s stake crosses specified control thresholds. There are two key scenarios in which a mandatory offer, called a \u201cspecial tender offer,\u201d is required under the Companies Law:<\/p>\n<ul>\n<li>Acquiring 25% or more of the voting rights in a company, where no other shareholder holds 25% or more. In this case, the purchaser seeking a \u201ccontrol stake\u201d must do so by way of a special tender offer to all shareholders for at least the number of shares required to bring the purchaser to 25%. If another shareholder already holds 25% or more, this rule is not triggered at that level, because the company is considered to already have a controlling bloc.<\/li>\n<li>Acquiring more than 45% of the voting rights, where no other shareholder holds more than 45%. This is essentially the threshold for outright control. If the company has no majority owner, meaning no shareholder holds more than 45%, a person who wishes to exceed 45% must do so through a special tender offer. If a shareholder already holds 45% or more, then this rule does not apply to the acquisition of more than 45% by another party.<\/li>\n<\/ul>\n<p>There are a few exceptions in which a mandatory special tender offer is not required despite crossing these thresholds: mainly, (i) if the stake is acquired through a private placement approved by shareholders specifically to confer a controlling interest, in which case, the general meeting\u2019s approval replaces the need for a tender offer, because the shareholders have effectively consented to the new controller; or (ii) acquisitions made directly from an existing controlling shareholder that result in a new controlling shareholder.<\/p>\n<p>If a shareholder breaches these rules, by acquiring shares exceeding the threshold without making an offer, the \u201csurplus\u201d shares exceeding 25% or 45% do not carry voting rights, and the acquisition may be deemed void or unwound.<\/p>\n<p>Another scenario requiring a tender offer is the acquisition of more than 90% of the voting rights. In such a case, the potential acquirer must make a tender offer for 100% of the \u00a0company&#8217;s shares. A squeeze-out can be forced only if the offer is accepted by shareholders holding at least 95% of the company\u2019s shares.<\/p>\n<p>Tender offers are subject to statutory procedural requirements and, in regulated sectors, may also require governmental or regulatory approvals. All tender offers must comply with the detailed procedural requirements set out in the Companies Law, the Securities Law, and the relevant regulations.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Does collective shareholder action or \u2018acting in concert\u2019 have any consequences?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. The Securities Law definition of \u201cholding\u201d attributes the holdings of affiliates and family members to one another, as well as the holdings of separate shareholders who are party to an explicit or implicit agreement regarding their shareholdings, for example, through an agreement to vote together. Such shareholders are effectively treated as a single unit (\u201cholding together\u201d) in several respects, with implications for both disclosure and takeover rules.<\/p>\n<p>For disclosure purposes, shareholders \u201cholding together\u201d are regarded as a single \u201cholder.\u201d In practice, if two activists each hold 3% and they form a pact, their combined 6% interest should be disclosed as soon as they enter into the agreement.<\/p>\n<p>For mandatory offers, such as for the calculation of the 25% or 45% thresholds, shareholders \u201cholding together\u201d are also regarded as a single \u201cholder.\u201d<\/p>\n<p>It should be noted that not all parallel action is deemed \u201cacting in concert.\u201d Simply voting the same way by coincidence, or engaging in informal discussions that fall short of an agreement, is unlikely to trigger such a classification. Acting in concert usually requires some formal arrangement or understanding. Accordingly, in Israel, many activism cases involve loose coalitions in which each institution still decides on a case-by-case basis, precisely to avoid being labeled a formal \u201cgroup\u201d with regulatory implications.<\/p>\n<p>The Israeli Competition Authority has historically cautioned institutional investors that coordinated activism may raise antitrust issues, since institutions banding together may be viewed as a restrictive arrangement. More recently, the Israeli Competition Authority clarified that certain cooperation among institutions on specific matters will not be deemed an antitrust violation under specified conditions, such as a focus on one company, no competitive relationship, and limited information exchange.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Do the same rules and thresholds apply to other financial instruments?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The same rules formally apply only to shares and voting rights. Derivative instruments do not, on their own, trigger disclosure or mandatory bids until they translate into shares.<\/p>\n<p>However, once an investor becomes a 5% shareholder, that investor must disclose its derivative positions relating to the company. As part of the disclosure requirements for holdings of 5% or more, the law mandates disclosure of \u201choldings in derivative securities\u201d whose value derives from the company\u2019s shares.<\/p>\n<p>Short positions carry no rights and are not considered holdings, and Israeli law does not require shareholders to report short positions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">If an activist makes a takeover offer, what impact might any prior share purchases have on the minimum offer price or the form of consideration that must be offered?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Although Israeli law does not prescribe a strict \u201cbest price\u201d rule, there are several important considerations regarding a takeover offer:<\/p>\n<p><u>Fair price and board opinion<\/u>: In a mandatory special tender offer (for crossing the 25% or 45% threshold) or any voluntary tender offer, the board of the target company is required to disclose any personal interests of its board members and either state that the offer price is fair or explain why it cannot do so.<\/p>\n<p><u>Minority squeeze-out and appraisal<\/u>: If the takeover is a full tender offer aiming for 100% ownership, the Companies Law provides appraisal rights for minority shareholders who are squeezed out. In such cases, the court will determine fair value. The law allows the bidder, as part of the tender offer, to waive this appraisal right for shareholders who accept the offer, but non-accepting minority shareholders may still apply to the court for appraisal relief.<\/p>\n<p><u>Equal treatment of shareholders<\/u>: During a tender offer, all shareholders of the same class must be offered the same price and form of consideration. Israeli regulations require that the tender offer document contain the full terms, which must apply uniformly to all offerees in that class. In a special tender offer (a partial offer to reach just over 25% or 45%), if more shares are tendered than the amount sought, purchases are made from shareholders on a pro rata basis, thereby ensuring that no favoritism occurs.<\/p>\n<p><u>Type of consideration<\/u>: Israeli law does not restrict the form of consideration in takeovers. Cash, shares, or a combination of the two are all permissible. However, in practice, offering securities (such as shares of the bidder) may complicate minority acceptance and require a prospectus.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What measures are available to companies to protect against an activist campaign?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Israeli companies can employ both proactive governance measures and reactive defenses to address activist campaigns, although the available toolkit is somewhat limited. Key measures include:<\/p>\n<p><u>Proactive engagement and transparency<\/u>: One of the most effective \u201cdefenses\u201d is not defensive in the combative sense, but rather preventive engagement. Boards are advised to maintain open lines of communication with major shareholders and to address concerns before they escalate. By understanding shareholder perspectives on issues such as strategy, dividend policy, executive compensation, and governance, management can preempt activist criticism or, at the very least, avoid being caught off guard. Many Israeli companies now hold regular investor meetings or calls, and some even reach out to institutional investors before general meetings to discuss the suitability of board nominees. This approach builds goodwill and can rally supportive shareholders if an activist emerges. Although engagement itself is not a \u201cshield\u201d that blocks an activist&#8217;s efforts, it may reduce the likelihood of a hostile campaign or lessen the receptivity of other shareholders to the activist\u2019s critique.<\/p>\n<p><u>Bylaw and structural defenses<\/u>: Israeli companies can adopt certain structural defenses, although these are somewhat constrained by law and investor expectations. Staggered boards (classified boards) are not very common, but some companies may have them, requiring an activist to win multiple elections over time to take control. Dual-class share structures (with disproportionate voting rights) are rare on the TASE, and new ones may not be permitted for TASE-listed companies under current rules, so they are usually not relevant. As for poison pills (shareholder rights plans), there is no explicit legal prohibition in Israel, but historically they have not been widely used. One reason is that many Israeli companies have had controlling shareholders who effectively served as a \u201cpill\u201d against outsiders. In widely held companies, which are becoming more common on the TASE, a board could theoretically adopt a rights plan, for example, by issuing contingent rights to dilute anyone who acquires shares above a specified threshold. However, such an action would likely be subject to shareholder approval or challenged as a breach of directors\u2019 duties if undertaken solely to entrench the board against a legitimate shareholder action. Recent practice also shows that Israeli-incorporated companies listed in the US may, in certain circumstances, consider or adopt a US-style shareholder rights plan in response to activist pressure. Israeli boards tend to avoid extreme measures that could be seen as denying shareholders their voice, especially because institutional investors, \u00a0which hold significant stakes, would likely oppose them.<\/p>\n<p><u>Lobbying other shareholders<\/u>: Management often campaigns vigorously to convince other shareholders that the activist\u2019s agenda is not in the company\u2019s best interests, including by publishing a formal board position recommending a specific course of action or vote.<\/p>\n<p><u>Litigation and regulatory complaints<\/u>: If an activist is breaching applicable rules or regulations, a company can take legal action. Companies may also occasionally resort to litigation to delay or impede activist actions, for example, by challenging the validity of an activist\u2019s meeting requisition or nominations on procedural or technical grounds.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Which director duties are particularly relevant in the context of an activist campaign?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Directors of Israeli companies have two key duties under the Companies Law\u2014the duty of care and the duty of loyalty (fiduciary duty)\u2014both owed to the company itself. In the context of an activist campaign, these duties shape how the board must respond.<\/p>\n<p><u>Duty of loyalty (fiduciary duty)<\/u>: Directors must act in good faith and in the best interests of the company as a whole. They cannot favor their personal interests, such as retaining their board seats or allegiances to the management or to a controlling shareholder, over the company\u2019s interests. In an activist situation, this is crucial: the board must genuinely consider the activist\u2019s proposals on their merits\u2014namely, how they affect the company\u2019s welfare\u2014rather than automatically opposing the activist to preserve the directors\u2019 positions. If an activist\u2019s plan is genuinely value-enhancing, directors may breach their duty by rejecting it solely to avoid change.<\/p>\n<p><u>Duty of care<\/u>: Directors must exercise reasonable care and skill in performing their duties. During activist campaigns, this includes properly evaluating activist proposals, seeking appropriate professional advice, and making rational, informed decisions based on adequate information. Courts in Israel generally apply a business judgment rule that protects directors\u2019 decisions made in good faith and on an informed basis. Recent enforcement developments also underscore that directors cannot discharge their oversight obligations merely by delegating financial or operational matters to specialists. They are expected to maintain active supervision over material reporting and operational processes.<\/p>\n<p><u>Conflicts of interest\/personal interest<\/u>: Directors must be especially careful when their continued tenure, compensation, or influence is implicated. Measures adopted primarily to entrench the board, rather than to protect the company, may be susceptible to challenge. This concern is particularly acute when directors approve capital issuances or similar steps during an activist or control contest, as courts may examine whether the measure was genuinely motivated by the company&#8217;s interests or by a desire to affect the outcome of the struggle.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What rights does a company have to require parties to disclose details of their interests (direct and indirect) in the company\u2019s share capital?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A company\u2019s direct powers to compel disclosure of share ownership are limited. Israeli law does not grant companies a general statutory right to issue notices requiring shareholders to disclose beneficial ownership or concert party arrangements. Instead, disclosure of interests is primarily governed by the legal reporting obligations imposed on shareholders and insiders themselves, which are enforced by the regulator, rather than by company demand.<\/p>\n<p>The primary mechanism is the statutory 5% disclosure rule mentioned above, under which the company is not required to request such information, because the obligation rests with the shareholder to report promptly. In addition, directors, the CEO, and senior management must report their holdings, even below 5%, thereby ensuring that the company is aware of insider ownership.<\/p>\n<p>The ISA has the power to investigate shareholding patterns and may require disclosure of indirect interests, particularly in takeover contexts. Where a company believes that disclosure obligations have been breached, it may raise the matter with the ISA and, in appropriate circumstances, seek judicial relief or challenge the exercise of voting rights.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there restrictions on companies selectively disclosing inside information to activists?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. The Israeli Securities Law prohibits the selective disclosure of material non-public information unless the disclosure is made under a confidentiality agreement for a legitimate purpose. As a general principle of equal information, a company should not give some investors an advantage over others by privately sharing inside information. If a company discloses inside information\u2014any specific information about the company that is not public and that would likely have a material effect on the share price\u2014to an activist shareholder without making that information public, it risks violating insider trading and fair disclosure regulations.<\/p>\n<p>It is standard practice for Israeli public companies to avoid disclosing new material information in private meetings. If they do share significant information with one investor, they often make it public at the same time. For example, investor presentations are uploaded to the TASE website if they contain substantial information beyond what is already included in public reports.<\/p>\n<p>If a company insider\u2014such as a director, officer, or, arguably, a controlling shareholder \u2014\u201ctips\u201d an activist with inside information and the activist trades on it, both parties may be liable for insider trading.<\/p>\n<p>If an activist signs a confidentiality agreement, the company can share some non-public information to facilitate discussions. (This happens frequently in settlement talks, for example, when sharing draft earnings or plans.) This is legal because the activist becomes an \u201cinsider\u201d who must not trade or tip others until the information is public. Nevertheless, this creates a risk for the activist because they lose the freedom to trade and may receive information they must refrain from using. For this reason, some activists prefer not to receive inside information so they can continue trading. The company, on the other hand, may insist on an NDA to speak freely.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are settlement agreements between a company and an activist permitted in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Settlement agreements are permitted and have become increasingly common in Israel as a way to resolve activist disputes. No law prohibits a company from entering into an agreement with a shareholder (activist) to settle a proxy fight or campaign. In fact, such agreements are viewed as a pragmatic solution to avoid prolonged conflict.<\/p>\n<p>Such settlements typically include terms under which the company agrees to appoint one or more of the activist\u2019s nominees to the board, as well as possible leadership changes (for example, a new chairman). In exchange, the activist typically agrees to a \u201cstandstill\u201d for a defined period. A standstill means that the activist will not increase its stake beyond a certain amount, launch new campaigns, or solicit proxies during that period. Other terms may include the activist\u2019s support for management\u2019s slate and proposals and, in some cases, the formation of a committee to consider some of the activist\u2019s ideas.<\/p>\n<p>These agreements must comply with disclosure rules. If the agreement itself is material, it often must be disclosed publicly. Indeed, an agreement that gives an activist board seats or otherwise influences control or governance is considered a material event requiring an immediate public report.<\/p>\n<p>The main legal concern with settlement agreements is ensuring that they do not violate the principle of equality among shareholders. By their nature, such agreements give one shareholder (the activist) specific benefits, such as board seats, reimbursement of expenses, or a say in management, that are not given to others. Israeli corporate law requires that the company not unfairly discriminate among shareholders. There has not yet been a case invalidating a settlement agreement on these grounds. However, these agreements are typically framed as actions the board is empowered to take (for example, appointing new directors within the permitted number) and, as such, fall within the board\u2019s business judgment, provided that the board believes the agreement is in the company\u2019s best interest to resolve the conflict.<\/p>\n<p>In terms of enforceability, most settlement agreements are honored by both sides, but their enforceability has not been meaningfully tested in court.<\/p>\n<p>Overall, settlements are an accepted part of the activist landscape in Israel and reflect the global trend toward negotiated resolutions.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">7125<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/145318","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=145318"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}