What is the test for a shareholder to sue for breach of duty owed to the company?

That immediately brings one to the well-known rule in Foss v. Harbottle (1843) 2 Hare 461, 67 E.R. 189. Gower's Modern Company Law 641-2 (4th ed. 1979) says that originally that rule forbade shareholders to sue for breach of a "duty … owed to the company". Then (says Gower) the rule was "extended to cover all cases where what is complained of is some internal irregularity in the operation of the company." Gower then lists a number of exceptions to the rule (on pp. 644 ff.), some of which are somewhat vague.

We may begin with allegations that the plaintiffs were induced to buy or hold their shares because of various kinds of misrepresentations by the defendants. That is not an allegation that the defendants harmed the company or its property, with a consequent drop in the true value of the shares. It is totally different. Those allegations do not suggest any harm to the company or its property; they suggest that the property was simply misdescribed to actual or potential investors, first too favorably, and then too unfavorably. That is not a wrong to the company. A bank suing someone who negligently induced it to lend to a company by overstating the company's assets, could scarcely be met by the rule in Foss v. Harbottle, supra. Nor have suits by those fraudulently induced to buy shares ever been barred by the rule in Foss v. Harbottle.