11/8/2011 Corporate wrongs and personal wrongs Distinguish between: Wrongs done to the company (example 2 in slide 3) Company has cause of action Wrongs done to particular shareholders or class of shareholders(example 1 in slide 3). >Shareholder has(personal)cause of action Wrongs to the company Proper plaintiff principle:Foss v Harbottle. Wigram VC:the fact that the general meeting(the"governing body of proprietors")lawfully confirms "the very acts which are the subject of the suit"means that the derivative plaintiffs should be denied to continue the litigation Rule: Underlying rationality What wrong can (or cannot)be ratified?> Wigram's approach: 。Justice? ·“"exceptions”to the rule in Foss v Harbottle 311/8/2011 3 5 Corporate wrongs and personal wrongs • Distinguish between:  Wrongs done to the company (example 2 in slide 3) → Company has cause of action  Wrongs done to particular shareholders or class of shareholders (example 1 in slide 3). → Shareholder has (personal) cause of action 6 Wrongs to the company • Proper plaintiff principle: Foss v Harbottle.  Wigram VC: the fact that the general meeting (the “governing body of proprietors”) lawfully confirms “the very acts which are the subject of the suit” means that the derivative plaintiffs should be denied to continue the litigation  Rule:  Underlying rationality  What wrong can (or cannot) be ratified? →  Wigram’s approach:  Justice?  “exceptions” to the rule in Foss v Harbottle