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Derivative claim (s996(2)(c) (court can authorise civil proceedings to be…

- - - - co will join as defendant + wrongdoers
    - - claim may only be brought in respect of cause of action arising from course of action or omission (by D) thats
        
        actual
        
        .
        
        proposed
        
        involving
        
        negligence
        
        default
        
        breach of duty
        
        breach of trust
      - breach need not be fraud or on minority and Sh control
      - D acted bona fide and not gained personally - still liable
      - claim against 3p who dishonestly assists D in breach
      - immaterial whether cause of action arose before or after petitioner became member of co
  - - - co act illegal or wholly ultra vires
      - matter req sanction of special maj or there has been non compliance of special procedure
      - members personal right infringed
      - fraud perpetuated against minority and wrongdoers are in control
        
        meaning of fraud
        
        broader than common law approach
        
        Daniels v Daniels
        
        self serving negligence included
        
        D use their powers intentionally or unintentionally, fruadulently or negligently in amnner which benefited themselves at the expense of the co
        
        1 more item...
        
        meaning of wrongdoer control
        
        de facto control sufficient
        
        if majority of minority does not wish to bring proceedings then :check:
  - - - consider members evidence (onus on him)
        
        dismiss - then req to reconsider though no evidence permitted
        
        particular regard to view of members who have no personal interest in DC - need for factual inquiry whether breach likely to be ratified
      - no need if D concedes there is prima facie case
      - criteria to consider for refusal
        
        whether in accordance with s172 - would seek to continue the claim
        
        act or omission that has yet to occur
        
        act/omission authorized by co
        
        act omission already occurred
        
        or was authorised before it occurred
        
        ratified since
      - grant permission criteria
        
        s263(3)
        
        member acting in goods faith
        
        importance such person with s172 would attach to pursuing claim
        
        prior authorisation or subsequent ratification of act/omission likely to occur
        
        whether co decided not to pursue claim
        
        whether Sh could pursue action in his own right
        
        good cause of action that arises out of D's
        
        default
        
        breach of duty etc
    - - co itself would not benefit from the claim the pet has alt remedies open e.g personal claim then :red_cross:
- - - - Foss V Harbottle
        
        proper claimant rule
        
        wrong done to the co - co is proper claimant
        
        reflective loss - special relationship needed
        
        loss to member separate and distinct to the co :check:
        
        co suffered loss but no cause of action - SH may sue if he has cause of action even though loss = diminution in value of shareholding
        
        Giles v Rhind
        
        dutites were in sh agreement
        
        breach had rendered co incapable of seeking redress against him
        
        recover
        
        1 more item...
        
        prevents multiplicity of legal proceedings for same issue
        
        ratifiable act by simple majority
      - court will not interfere with the internal management acting within their powers
- - - - liquidator takes control
        
        permission ti SH if
        
        liq exercised right mala fide
        
        no reasonable liq would have come to that decision
      - apply to court to order liq to sue or order permitting sh to bring claimin name of co