(1) The court must refuse leave to raise derivative proceedings or an application under section 267 if satisfied -
(a) that a person acting in accordance with section 172 (duty to promote the success of the company) would not seek to raise or continue the proceedings (as the case may be), or
(b) where the cause of action is an act or omission that is yet to occur, that the act or omission has been authorised by the company, or
(c) where the cause of action is an act or omission that has already occurred, that the act or omission -
(i) was authorised by the company before it occurred, or
(ii) has been ratified by the company since it occurred.
(2) In considering whether to grant leave to raise derivative proceedings or an application under section 267, the court must take into account, in particular -
(a) whether the member is acting in good faith in seeking to raise or continue the proceedings (as the case may be),
(b) the importance that a person acting in accordance with section 172
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