Israel Canada: Norstar board acting illegally to protect Katzman
Israel Canada (TASE: ISCN) (controlled by Asaf Tuchmair and Barak Rosen) and the Sphera fund have written to the directors of Norstar (TASE: NSTR) following the decision by the company to distribute a dividend in kind in the form of shares of Gazit Globe (TASE: GZT). Sources inform “Globes” that Israel Canada and Sphera see the Norstar board as having gone too far in making this decision and as having acted unlawfully, in breach of its duty of care and its fiduciary duty.
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The letter to the directors states: “A heavy suspicion arises… that in the decision you have made, you have gone to extremes and acted unlawfully, apparently with full knowledge of the fact, or deliberate blindness to it, that your decisions might cause the company tremendous, irreversible damage. You have breached your fiduciary duty and your duty of care towards the company and its shareholders and have acted out of extraneous interests – the personal interests of Mr. Chaim Katzman as controlling shareholder – which have nothing to do with the good of the company and legitimate business sense. We would stress that if it emerges that you have indeed breached the duty of care and the fiduciary duty that you bear in the way you have acted in making these decisions, you are liable to bear personal responsibility for it. It should also be mentioned that, under law, breach of fiduciary duty cannot, in principle, be covered by insurance or indemnity. “
According to Israel Canada and Sphera, the decisions by the Norstar board concerning a distribution of Gazit Globe shares and a rights issue are transactions “the real aim of which, openly and clearly, is to reinforce Mr. Chaim Katzman’s control of the company and to help him to block any possibility of a transfer of control in the company to another person or corporation. These transactions were wrapped by you in another garb, artificial and forced, of a dividend distribution to shareholders and an offering of the company’s shares in order to raise capital, and decked out with noble justifications and considerations of the good of the company and its shareholders. “
Published by Globes, Israel business news – en.globes.co.il – on April 13, 2022.
© Copyright of Globes Publisher Itonut (1983) Ltd., 2022.
Israel Canada (TASE: ISCN) (controlled by Asaf Tuchmair and Barak Rosen) and the Sphera fund have written to the directors of Norstar (TASE: NSTR) following the decision by the company to distribute a dividend in kind in the form of shares of Gazit Globe (TASE: GZT). Sources inform “Globes” that Israel Canada and Sphera…