IntroductionA derivative claim is a claim brought by a member of a corporation relating to a cause of action vested in the corporation and seeking relief on behalf of the corporation and has been established as an exception to the rule in Foss v Harbottle. The derivative action protects minority shareholders by allowing them to sue on behalf of the corporation (after obtaining court authorization) where the corporation itself did not sue because the wrongdoers had control and preventing him from taking action against them. They seem to have the opportunity to “stand up” to indirectly preserve their interests and seek justice for the company as a whole. By bringing this social action, they can remain members of the company and they have the possibility of obtaining compensation for costs (as in the Wallersteiner v Moir (No 2) decision): the court can order the company to pay the costs of the applicant). The cost since the benefit of a successful derivative claim will accrue to the company and only indirectly to the claimant as a member of the company). The new regulatory regime for derivative actions replaces the common law derivative action. Under the Act, a derivative action may only be brought under the Act, by any member, against any directors (including former directors and shadow directors) and other persons involved in the infringement, the former directors are included and/or in respect of negligence, default, breach of duty and breach of trust by a director of the company. The law allows negligence as the sole ground, unlike common law which required the plaintiff to establish “fraud” even if there was negligence. It is believed that the 'd...... middle of paper...... must simply make an allegation of negligence'. It seems too easy for the shareholder to take action without knowing his hidden intentions. Second, courts will be more involved in the internal management of companies, as they will have full power to authorize a derivative action. Additionally, the screening process is time-consuming and will affect the company's interests. Third, even after a prima facie case has been made out, the court must reject the application if it falls within section 263(2). Finally, regarding the court's discretion whether or not to allow the trial, the court must spend more time analyzing the requirement of good faith, the various combinations of interests within society as a whole, the opinions of the independent members, the analysis of the ratification and, therefore, moving away from the nature of the wrongdoing itself.