The statutory derivative action under Part 2F.1A of the Corporations Act is available in respect of a company in liquidation; s.237(3) is merely adjectival and does not preclude the operation of ss.237(1) and 237(2). Where a company is insolvent and in liquidation, its 'best interests' for the purposes of s.237(2)(c) reflect predominantly the interests of the general body of creditors. A fiduciary duty owed by a director to an individual shareholder cannot be pleaded in comprehensive terms identical to the duty owed to the company but must be circumscribed by facts showing ascendancy, influence, vulnerability or dependence. Section 471B does not apply to a creditors' voluntary winding up created by s.446A; the applicable provision is s.500(2).
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