C7C4C6Part 11Derivative claims and proceedings by members
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
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Chapter 1Derivative claims in England and Wales or Northern Ireland
C5C8260C1C2C3Derivative 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.
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))