The s 237(2) criteria for a statutory derivative action are to be assessed holistically, and a controlling shareholder's conflict of interest as a director and beneficiary of the impugned conduct is a strong indicator that the company will not properly take responsibility for proceedings. Passive receipt of benefits from a company does not constitute complicity negating good faith. Where an applicant's financial capacity to meet potential costs liabilities is uncertain, the appropriate course is to make the grant of leave conditional upon the provision of security rather than to refuse leave. The question of a full costs indemnity for the applicant should be deferred until the conclusion of proceedings rather than determined at the leave stage.
The full text is available to signed-in members, including the 7 later cases that cite this judgment.
2 of the 7 citing cases carry a classified treatment. How each court treated it is available to signed-in members.