Can a shareholder bring a claim in tort alleging conspiracy?

From this case law the following principles emerge: 1. The damages suffered by a corporation can be claimed by the corporation itself, and if a corporation fails to act, a derivative action can be commenced by the shareholders pursuant to the Business Corporations Act. Shareholders cannot raise individual claims in respect of a wrong done to the corporation. 2. This principle, the rule found in Foss v. Harbottle, applies to claims in tort, including claims alleging a conspiracy. 3. When a separate and distinct claim can be made with respect to a wrong done to a shareholder qua individual, a personal action may lie, assuming all the requisite elements of a cause of action can be made out. 4. Tort law recognizes a claim of conspiracy when the predominant purpose of the defendant’s conduct is to injure the plaintiff, or when the defendant’s conduct is directed toward the plaintiff, it is unlawful, and the defendant should know that the plaintiff is therefore likely to be injured. In either case there must be actual damages suffered directly by the plaintiff, other than consequential damages, damages suffered as a consequence of those suffered by the corporation. 5. For a shareholder to make a personal claim alleging conspiracy, that does not violate the rule in Foss v. Harbottle, two criteria must be met. First, there must be a claim that the predominant purpose of the defendant’s conduct was to injure the individual plaintiff or the conduct was unlawful, directed toward the plaintiff and the defendant knew or should have known that the plaintiff was therefore likely to be injured. Second, the damages must be suffered directly by the plaintiff. They must be independent damages, as distinguished from the indirect damages suffered as a consequence of damage to the company. Only when these two criteria are met can a personal claim in tort alleging conspiracy, rather than a corporate or derivative action, be maintained. Applying the principles in the case law to the amended statement of claim