A person from applying for leave or if leave has been

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a person from applying for leave, or if leave has been granted, from bringing or continuing with proceedings Instead ratification is simply a factor which the court will consider and take into account in deciding an application for leave Court will have regard to {s 239(2) Corporations Act} o (a) how well informed about the conduct the members were when deciding to ratify or approve their conduct o (b) whether the members who ratified the approved conduct were acting for proper purposes C.10 Powers of Court The court is given broad powers to ensure that the SDA process is not abused Leave of the court is required to discontinue or settle an action {s 240 Corporations Act} – thereby precluding nuisance claims or attempts by directors to buy off the shareholder Under {s 241(1) Corporations Act} the court has express powers to: o (a) make interim orders o (b) directions about the conduct of proceedings, including requiring mediation o (c) order directing the company, or an officer of the company to do or not to do any act o (d) an order appointing an independent person to investigate and report to the Court on: (i) the financial affairs of the company (ii) the facts or circumstances which gave rise to the cause of action the subject of the proceedings (iii) the costs incurred in the proceedings by the parties to the proceedings and the applicant C.11 Costs Finally under {s 242 Corporations Act} the court may make any orders it considers appropriate about costs at any time “in relation to proceedings brought” under s 237 , for: o (a) the person who applied for or was granted leave o (b) the company o (c) any other party to the proceedings or application Remember that this is the maximum “compensation” that a shareholder can receive under SDA, and any compensation for breach of a civil penalty provision will be paid to the company Note that {Ramsay and Saunders} found that only 15.8% of applicants whose leave applications were successful got full costs back and 5.3% got part costs back D. Injunctive Relief Under {s 1324 Corporations Act } an injunction may be sought to restrain a threatened contravention of the Act Under {s 1324(1) Corporations Act} where a person has engaged, is engaging or is proposing to engage in conduct that constituted, constitutes or would constitute: o (a) a contravention of this Act; or o (b) attempting to contravene this Act; or o (c) aiding, abetting, counselling or procuring a person to contravene this Act; or o (d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene this Act; or o (e) being in any way, directly or indirectly, knowingly concerned in, or party to, the contravention by a person of this Act; or o (f) conspiring with others to contravene this Act; the Court may, on the application of ASIC, or of a person whose interests have been, are or would be affected by the conduct, grant an injunction, on such terms as the Court thinks appropriate, restraining the first-mentioned person from engaging in the conduct and, if in the opinion of the Court it is desirable to do so, requiring that person to do any act or thing.
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