C5C6Part 11Derivative claims and proceedings by members

Annotations:
Modifications etc. (not altering text)
C5

Pt. 11 excluded (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 6

Chapter 1Derivative claims in England and Wales or Northern Ireland

C4260C1C2C3Derivative claims

1

This Chapter applies to proceedings in England and Wales or Northern Ireland by a member of a company—

a

in respect of a cause of action vested in the company, and

b

seeking relief on behalf of the company.

This is referred to in this Chapter as a “derivative claim”.

2

A derivative claim may only be brought—

a

under this Chapter, or

b

in pursuance of an order of the court in proceedings under section 994 (proceedings for protection of members against unfair prejudice).

3

A derivative claim under this Chapter may be brought only in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of the company.

The cause of action may be against the director or another person (or both).

4

It is immaterial whether the cause of action arose before or after the person seeking to bring or continue the derivative claim became a member of the company.

5

For the purposes of this Chapter—

a

“director” includes a former director;

b

a shadow director is treated as a director; and

c

references to a member of a company include a person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.