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CORPORATIONS - statutory derivative action - application by 35% shareholder/director to bring derivative proceedings after company's assets were transferred to a company from which the applicant is excluded - inadequacies of proposed points of claim - whether those inadequacies prevent the court from determining the application under s 237 - distinction between personal and derivative claims - whether court is satisfied concerning good faith, best interests of company and serious question to be tried - ancillary order for applicant to indemnify company with respect to costs of derivative proceedings - considerations relating to the bringing of derivative and personal claims in single proceedings

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