Minority Shareholder Protection - Statutes

Question 1

161 CA

Answer 1

Application for permission to continue derivative claim

(1) A member of a company who brings a derivative claim under this Chapter must apply to the court for permission (in Northern Ireland, leave) to continue it.

Question 2

262 CA

Answer 2

Application for permission to continue claim as derivative claim

(2)A member of the company may apply to the court for permission (in Northern Ireland, leave) to continue the claim as a derivative claim on the ground that—

(a)the manner in which the company commenced or continued the claim amounts to an abuse of the process of the court,

(b)the company has failed to prosecute the claim diligently, and

(c)it is appropriate for the member to continue the claim as a derivative claim.

Question 3

263 CA

Answer 3

Whether permission to be given

(2)Permission (or leave) must be refused if the court is satisfied—

(a)that a person acting in accordance with section 172 (duty to promote the success of the company) would not seek to continue the claim, or

(b)where the cause of action arises from an act or omission that is yet to occur, that the act or omission has been authorised by the company, or

(c)where the cause of action arises from an act or omission that has already occurred, that the act or omission—

(i)was authorised by the company before it occurred, or

(ii)has been ratified by the company since it occurred.