The 'good faith' requirement in s 237(2)(b) of the Corporations Act is not confined to the two factors identified in Swansson (honest belief in cause of action and absence of collateral purpose amounting to abuse of process) but extends to broader considerations of good faith. However, the fact that a third-party litigation funder has aligned commercial interests does not negate good faith where the applicant pursues legitimate claims in its capacity as a shareholder. Delay is not a standalone ground for refusing leave under s 237 but may be relevant to the five statutory criteria. A corporate restructure undertaken for the purpose of circumventing shareholder pre-emptive rights in a company constitution may constitute an exercise of directors' powers for an improper purpose, even where the restructure was within power.
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