The Court dismissed an application for leave under s 237 of the Corporations Act to bring derivative proceedings, finding that while the applicant acted in good faith and there was a serious question to be tried, the application failed on the 'best interests of the company' criterion. The decisive factor was the inadequacy of the applicant's proffered costs indemnity: the applicant was a foreign resident who refused to disclose the extent of encumbrances on his only known Australian asset, had outstanding unpaid costs orders in favour of the company, and offered no security — meaning the company faced unacceptable exposure to adverse costs if the derivative action failed. The Court noted that the applicant's oppression proceedings under s 233 remained available as an alternative avenue for relief.
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