282. Derivative Claims
(1) This Chapter applies to proceedings by a member of a company–
(a) in respect of a cause of action vested in the company, and
(b) seeking relief on behalf of the company.
This is referred to in this Chapter as a “derivative claim”.
(2) A derivative claim may only be brought–
(a) under this Chapter, or
(b) in pursuance of an order of the Court in proceedings under Part 28.
(3) A derivative claim under this Chapter may be brought only by:
(a) a member holding 5% or more of the share capital of the company, or
(b) a member with the written consent of members holding together with the first mentioned member 5% or more of the share capital of the company
(an “eligible member”) in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of the company.
The cause of action may be against the director or another person (or both).
(4) It is immaterial whether the cause of action arose before or after the person seeking to bring or continue the derivative claim became an eligible member of the company.
(5) For the purposes of this Chapter–
(a) “director” includes a former director,
(b) a shadow director is treated as a director, and
(c) references to a member of a company include a person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.