(1) If the members of a company ratify or approve conduct, the ratification or
approval:
- (a)
- does not prevent a person from bringing or intervening in
proceedings with leave under section 237 or from applying for leave under
that section; and
- (b)
- does not have the effect that proceedings brought or intervened in with
leave under section 237 must be determined in favour of the defendant, or
that an application for leave under that section must be refused.
(2) If members of a company ratify or approve conduct, the Court may take the
ratification or approval into account in deciding what order or judgment
(including as to damages) to make in proceedings brought or intervened in with
leave under section 237 or in relation to an application for leave under
that section. In doing this, it must have regard to:
- (a)
- how well-informed
about the conduct the members were when deciding whether to ratify or approve
the conduct; and
- (b)
- whether the members who ratified or approved the conduct were acting for
proper purposes.