This Practice Note considers derivative claims. It provides a broad overview of common law and statutory derivative claims, with reference to CPR 19.14–CPR 19.20 and CPR PD 19A, as well as sections 260–264 of the Companies Act 2006 (CA 2006). In particular, it sets out the origins of derivative claims and when they might be used, with specific focus on who has standing to bring a statutory derivative claim and on which companies’ behalf they can be brought.

Practitioners should note that the CPR provisions relevant to derivative claims were amended with effect from 6 April 2023. In particular, CPR 19 was revised and CPR PD 19C was amended and moved to become CPR PD 19A. Such changes did not materially impact the substance of the approach to derivative claims, but the numbering of relevant provisions was altered. Judgments which pre-date the amendments coming into force on 6 April 2023 may therefore include reference to the previous provisions and numbering. For further information, see:

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   LNB News 03/02/2023 9—Civil Procedure (Amendment) Rules 2023