On The Perfection Of The Corporate Opportunity Doctrine In China

The Corporate Opportunity Doctrine is an important legal system in corporate governance .The so-called corporate opportunities, refer to the various business opportunities the company business activities associated with which the director as the representative of management staff and associated personnel duties was based on the company and the obligation to disclose to the company. The directors as the representative to the staff of the operation and management and associated personnel in the company shall not use their position to facilitate the company's business opportunities for themselves or others.In the United Kingdom, the company opportunity system stems from the rules of trustee fiduciary duty in the law equity, The principle in the law of equity is that regardless of who use their position to make money, must return the profits, regardless of whether there is a fraud, a lack of goodwill, the company can or should be provided with the profits and so on, as long as the profits were earned profits will not be able to escape liability. Interest-or-expectancy-test, line-of-business test, fairness test which the standard for recognition of the corporate opportunity have been established in the jurisprudence of the United States. The provisions in Britain is harsh but in the United States is diversified, so there is a big difference between the standard for recognition, legal means of relief and the parties bear responsibility of corporate opportunity, it has become the focus of academics controversy.China's new "Company Law" established the Corporate Opportunity Doctrine. The 149th provides that the directors and senior management personnel shall not "without a shareholder or shareholders of the General Assembly agrees to use his position to gain for themselves or other people's business opportunities." "Directors, senior management personnel who violate provisions in the preceding section of the proceeds to the company should be all." After analysis carefully, we can easily discover the company law does not provide the standard, lack of operable, the main responsibility is limited to directors and senior management, exists legal loopholes, relief means and the legal liability is too single and does not meet the complexity of the status quo of Chinese Companies . Therefore, my company needs to further improve the legal system.In this paper, in addition to the introduction and conclusion, the drivers will be outlined positioning and its legal system, foreign companies the opportunity system theory and the legislature, the Perfection of the Corporate Opportunity Doctrine in China consists of three parts.The first part, the corporate opportunity positioning and its legal system outlined. First, on the one hand, start with the vector from the specific information, compared with the company the opportunity to cross-cutting legal concepts related to the similarities and differences, on the other hand, start with the legal relationship from the main companies, Mining the status the companies vertical opportunities in the company in legal relations. In order to grasp the legal nature of the corporate opportunity, complete the opportunity Positioning. Secondly, the company outlined opportunities in the history of evolution of the system on the basis of the theme from the perspective of object perspective, the responsibility perspective, starting with monitoring perspective, our company the opportunity to complete the legal system framework.The second part, foreign theory and legislation. The Part used the above framework of the established system as a thinking path, inspected the theory and Britain and the United States national legislation, analysis the advantage and disadvantage of company opportunity system in Britain and USA. Refining companies to improve China's legal system inspiration.The third part, the perfection of the Corporate Opportunity Doctrine.This part is the focus of this paper. At the conclusion of the previous two parts, based on the company to improve China's legal system. Separately from the main system, the object system (that standard), the responsibility system, control system on four aspects.