Legal Matter Research On Usurping Corporate Opportunity

Due to the modern economic activity, the informational business prospect becomes ordinary. Trustee as well as related administrative personnels has been imposed the duty to contact, analyze and compare the informational business prospect for the object of"corporate opportunity". As a result, the debate of the director's behavior concerning the corporate opportunity turns to be a hot topic in the recent study of corporate governance.The Company Law of People's Republic of China was revised in 2005, which added that trustees and related administrative personnel are forbidden to usurp corporate opportunity in their duty of loyalty. Absorbing and draw upon the advanced fruits of other countries'Company Law, the regulation improved and perfected the related legal system of duty of loyalty. However,making a general overview of the regulation, we will find that it emphasizes the expressions of cooperate opportunity principles and lacks the systematic construction and elaboration of relevant preventing system of usurping the corporate opportunity, which leads to the loophole and impracticality of the legislation. The thesis aims at proposing the suggestions to improve and perfect the relevant regulations of usurping corporate opportunity in Company Law by studying the theory and practice of cooperate opportunity and referring to British,American and French related legal system.The thesis is divided into three parts:In the first part, beginning from the relevant definitions of cooperate opportunity, the author analyzes its legal nature, entitles usurping cooperate opportunity legally, distinguishes it from other concepts (non-competition, conversion of company property and infringement on trade secrets) and illustrates its necessity as a type of right protection.In the second part, the author investigates precedents and theories of corporate opportunity in British, American, French and Chinese Company Laws conscientiously, emphasizing the judging standard and the development of exceptional stipulations. The author emulates their strong points and draws upon their experience in order to lay a good groundwork for the development of usurping corporate opportunity theories in China.In the third part, basing on the previous investigation and analysis, the author combines legislation traditions with the reality in China, researches into the subject of duty, the characterization standard, the characterization process, rational utilization and legal regulations of usurping corporate opportunity in China, and then attempts to propose suggestions.