Multiple Derivative actionsSubject: Company lawKeywords: Derivative actions; Holding companies; Hong Kong; Parent companies; Reflective loss;ShareholdersL.Q.R. 209 THE standard derivative action involves a situation where a shareholder of a company commences an action on behalf of the company of which he is a member alleging a breach of duty by the directors of the company. However, many corporate structures are in group form and the breach of duty may have not only been by the directors of the parent company (“P”) but also by the directors of a subsidiary or a sub-subsidiary. This raises the question of whether a member of P may also commence a derivative action on behalf of the various subsidiaries within the group with respect to a breach of duty by directors of companies directly or indirectly controlled by P. Such actions were referred to as “multiple derivative actions” by Lord Millett in Waddington Ltd v Chan Ho Thomas (September 8, 2008), a decision of the Final Appeal Court of Hong Kong in which his Lordship, sitting as the Non Permanent Judge of the court, gave the leading judgment. Waddington Ltd (the respondent) was a minority shareholder in Playmates Ltd holding 6.5 per cent of the shares.Playmates Ltd controlled a wholly owned subsidiary and two wholly owned sub-subsidiaries. Chan Ho Thomas (the appellant) was a director of all of the companies and it was alleged that the various subsidiary companies 代写论文had entered into a number of transactions for the personal benefit of the appellant. The respondent had succeeded in its argument below that a multiple derivative action was allowable and that it had standing to bring it with respect to the alleged breaches of duty by the appellant. There were two issues before the Final Appeal Court of Hong Kong. The first was whether a derivative action may be brought by a person who was not a member of the company in which the cause of action is vested but a member of its parent or ultimate holding company. The second question raised the issue of whether there was a relevant exception to the principle which preclud定制论文es a shareholder from bringing an action with respect to losses that are merely reflective of loss suffered by the company, which applied to the facts in Waddington Ltd v Chan Ho Thomas.*L.Q.R. 210 As Lord Millett pointed out, there were cases in the United Kingdom where a multiple derivative action had been allowed but the issue was not fully analysed or the right of the plaintiff to bring the action challenged. In Wallersteiner v Moir (No.2) [1975] 1 Q.B. 373 CA the plaintiff brought two claims, one to recover damages for the company of which he was a member and the other to recover damages for loss suffered by its subsidiary. This fact did not escape the Court of Appeal which observed that if damages were recovered they would be paid in one case to the company and in the other to the subsidiary. There have been other cases where a multiple derivative was allo作业代写wedbut the right of action was simply assumed (see, e.g. Halle v Trax [2000] B.C.C. 1020 Ch D; Airey v Cordell [2006] EWHC 2728, [2007] B.C.C. 785). The normal rule is clear, where there is a wrong committed against the company, the proper plaintiff is the company (Lord Millett at [47]). 


多重衍生actionsSubject：公司lawKeywords的衍生诉讼，控股公司，香港母公司;反射损失; ShareholdersL.QR 209标准衍生诉讼涉及的股东代表指称违反公司董事职务的成员公司，其中他的公司开始行动的情况下。然而，许多企业的结构组的形式，可能有违约责任不仅是母公司的董事（“P”），但也由一间附属公司之董事或子子公司。这就提出了一个问题的P成员是否也可以展开衍生诉讼的代表组内的各子公司由P.这些行动直接或间接控制的公司的董事职务违反者称为“多重衍生诉讼“由苗礼治勋爵在沃丁顿有限公司诉陈何托马斯（2008年9月8日），香港终审法院的决定在他的贵族身份，坐在非法院常任法官，给领先的判决。沃丁顿有限公司（被申请人）彩星有限公司持有6.5％的shares.Playmates有限公司控制的全资子公司和两个全资子公司的少数股东。陈好逑托马斯（上诉人）是所有公司的董事，据称，各附属公司已订立多项交易，上诉人的个人利益。多重衍生诉讼是允许的，它已经站在使其就涉嫌违反职责由上诉人的答辩已成功在其下面的说法。香港终审法院前有两个问题。首先是可能带来衍生诉讼是否由一个人谁没有赋予行动的原因是该公司在其中的一员，但其母公司或最终控股公司的成员。第二个问题，提出了这个问题，是否有相关的异常的原则，排除了股东提起诉讼，对于亏损公司，该公司的事实在沃丁顿有限公司诉陈好逑所遭受的损失，仅仅是反光托马斯。LQR 210主米利特指出，有在英国的多重衍生诉讼已被允许的，但问题是没有充分分析或右侧的原告提出诉讼挑战。在Wallersteine​​r v莫伊尔（第2号）[1975] 1 Q.B. 373 CA的原告人提出两个要求，一个公司，而他是成员及其他损害赔偿金及其附属公司所遭受的损失追讨损害赔偿。这其实并没有逃脱上诉法院指出，如果恢复的损害，他们将在一个情况下，支付公司和其他附属。已经有多重衍生的其他情况下，只是假设（见，例如哈雷v TRAX [2000] BCC 1020 CH D;艾雷v科德尔[2006] EWHC 2728，[2007] 785 BCC）allowedbut诉讼权。正常的规则是明确的，那里是一个对公司犯下的错，适当的原告人公司（苗礼治勋爵[47]）。