The conduct complained of most at the lowest involve some fraud.
The fraudsters or wrong doers must be in control of the company in law or in fact.
The company must be made one of the dependants in the action.
The plaintiff shareholder must sue in a representative capacity on behalf of himself and other members, other than the real defendants.
The right to bring a derivative action is afforded to the individual member as a matter of grace.
The plaintiff remains dominus litis until judgement and can discontinue or settle the action at his pleasure.