The Role Of The Special Action Committee Of Shareholder Representative Action And Influence

As the separation of ownership and management power after twenty century, the board of directors gradually became the dominator of a corporation. In order to protect shareholders’interest and prevent abuse of power, various methods have emerged from the legal system. And the shareholder derivative suit is one of them. Undoubtedly, because of the misunderstanding of corporation’s policy, unreasonable objection and the intention to blackmailing, shareholders’right to bring a lawsuit also under the risk of abuse. Always make corporation to be the defendant, not only will cost it lots of money and human recourse, but also bring negative influence to its public image, and hurt whole shareholders’interest eventually. So how to stimulate the derivative suit and, in the mean time put some restrictions on it, have became a crucial problem of each country nowadays.In this issue, the United State has already established sophisticated procedure rules compared to other countries. Just like an old saying says:"Everything happens for a reason". As one of the procedure rules, special litigation committee definitely has a reason to emerge, become a procedure safeguard and be accepted by the court. Accordingly, in this thesis we try to reveal the value of special litigation committee through the analysis, and find a way to improve China shareholder derivative suit.The thesis is composed of four chapters. The first chapter is the general introduction of shareholder derivative suit. And on this basis points out that special litigation committee is an important tool for corporation to avert meritless lawsuits with relatively little expense and burden. In chapter2, we discuss the theoretical foundation of the special litigation committee first, then analysis its investigation, and lastly comment on its decision-making process. In chapter3, we try to summarize the legal review standard of the court through some cases. And in the last chapter, we will combine all the above mention to sum up the value special litigation committee has in the shareholder derivative suit, and make some improvement suggestion according to the reality of China.