Section 239 — Corporations Act 2001: Effect of ratification by members

(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.