A shareholder who is the victim of a conspiracy effected through breaches of directors' duties to the company cannot recover losses that merely reflect the company's losses (such as diminution in share value, unpaid managing director's salary owed by the company, or loans to the company), even where the company's inability to pay was caused by the conspirators' conduct. However, losses arising from agreements negotiated directly with the conspirators (such as salary agreed to be paid by a third party, or a promised equity interest in a separate venture) are personal losses recoverable from the conspirators. Where wrongdoers have obscured the evidence of value, the court will adopt a robust approach to damages assessment, resolving doubtful questions against the wrongdoers.
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