Austlii (Supreme Court of New South Wales – Court of Appeal) CORPORATIONS – derivative action – sections 236 and 237 Corporations Act 2001 (Cth) – meaning of ‘proceedings on behalf of a company’ – whether using a statutory derivative action to cause the company to bring a general law derivative action would be considered ‘proceedings on behalf of a company’ – meaning of ‘proceedings’ – meaning of ‘on behalf of a company’ – distinction between the rights of members or shareholders and officers or directors under section 236 – whether a person bringing proceedings on behalf of a company must assert a cause of action for the benefit of the company – CORPORATIONS – derivative action – general law – whether leave is required to commence a derivative action at general law – distinction between leave to commence proceedings and a trial of a preliminary issue – history of the procedure for bringing a derivative action – CORPORATIONS – membership, rights and remedies – reflective loss – whether a shareholder of a holding company can obtain a remedy for loss suffered by a subsidiary company – DAMAGES – general principles – reflective loss – whether a shareholder of a holding company can obtain a remedy for loss suffered by a subsidiary company – whether the losses are to be considered separate – EQUITY – equitable remedies – whether the reflective loss principle applies to equitable remedies – APPEAL AND NEW TRIAL – appeal – general principles – points and objections not taken below – requirement to examine the pleadings and the oral and written admissions – whether argument sought to be raised on appeal was argued at trial – EMPLOYMENT LAW – the relationship of employer and employee – whether property was created in the course of employment – whether property belongs to the employer or employee – STATUTORY INTERPRETATION – sections 236 and 237 Corporations Act 2001 (Cth) – whether section 237 is to be interpreted independently of section 236 – whether upon meeting the requirements of section 237 the court must grant leave – interpretation of legislative provisions in context – WORDS AND PHRASES – ‘proceedings’ – ‘on behalf of’ – ‘reflective loss’
Judges:
Spigelman CJ Allsop P Campbell JA
Citations:
[2009] NSWCA 183
Links:
Jurisdiction:
Australia
Cited by:
Cited – Roberts v Gill and Co Solicitors and Others SC 19-May-2010
The claimant beneficiary in the estate sought damages against solicitors who had acted for the claimant’s brother, the administrator, saying they had allowed him to take control of the assets in the estate. The will provided that property was to be . .
Lists of cited by and citing cases may be incomplete.
Litigation Practice, Company
Updated: 04 December 2022; Ref: scu.415963