Good faith under s 237(2)(b) requires the applicant to demonstrate both an honest belief in a good cause of action with reasonable prospects of success, and that the derivative suit is not brought for a collateral purpose amounting to abuse of process. The 'best interests of the company' test under s 237(2)(c) is a higher threshold than the comparable Canadian and New Zealand provisions, requiring proof on the balance of probabilities taking into account all relevant circumstances including the character of the company, the availability of alternative remedies, and the defendant's ability to satisfy a judgment. Where an applicant has a more direct personal remedy available (such as in the Family Court), this weighs heavily against a finding that the derivative action is in the company's best interests.
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