The company is the proper plaintiff for wrongs done to it, and the majority may ratify such wrongs, preventing individual shareholders from suing on the company's behalf.
Company and Partnership
Directors' exercise of power to issue restriction notices is vitiated if the predominant purpose is improper, applying the proper purpose doctrine to board powers.
A director's fraud cannot be attributed to the company so as to enable the wrongdoer to invoke the illegality defence against the company's own claims.
The corporate veil may only be pierced where a person under an existing legal obligation deliberately interposes a company to evade it; the concealment principle is distinct and does not pierce the veil.
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