the directors owe their duties to the company itself, and not to the individual members. accordingly, where a director acts in breach of their duty, then the proper claimant in any action is the company itself. if the company is unable to take any action (because it is controlled by the wrongdoer) the court may authorise a member to bring proceedings in the name of the company by way of derivative action. however the measure of damages will be the loss to the company, and only the loss to the company. a shareholder cannot sue a person for a wrong committed against the company for the "reflective loss" to the value of their shareholding, as this would result in the wrongdoer paying double compensation for the same wrong (once to the company and once to the shareholders).