ABSTRACT
Chapter 5 advances proposals for reform, for the law as it should be, applying the conclusions reached from the preceding comparative analysis and envisaging a derivative action that truly lives up to its important role in shareholder law. The recommended rules are crystallised and systematised. The proposals reflect the subsidiary nature derivative actions have vis-a-vis claims brought by the company and attempt to strike the right balance between the availability of derivative actions and their exceptional character. They advocate for an individual shareholder’s right to sue derivatively, free from arbitrary restraints on legal standing. The remedy, applicable to corporate group structures, covers a wide scope of misfeasance and may be brought against a broad range of defendants. The procedure employs the court as a neutral arbiter, placing the company’s interests at the forefront. The proposed framework also aims to facilitate shareholders’ access to claim-related information and alleviate the burden of litigation costs from the derivative claimant.
