Civil Liability Research On Directors Usurping Corporate Opportunity

In the modern society, corporations encounter more and more fierce competitions, and the corporate opportunities become the key point of the development of the corporations. The directors should undertake liability for breach of contract when they break duty of loyalty, usurping corporate opportunity.Since the directors have extensive power to manage the corporation, how to make the directors to fulfill their duties and to prevent them from usurping the corporate opportunity by abusing the powers that the law and corporation by-laws grant in their management needs the guarantee of a perfect system of director's liabilities. In order to regulate the action of usurping corporate opportunity, common law make the shape of the Doctrine of Corporate Opportunity, and civil law become absorbing the essence of this doctrine to perfect the director's obligation system.The purpose of this dissertation is to cast back the history of the Doctrine of Corporate Opportunity, analyzing this developing rule by dialectics, comparative and positivism, and discuss the feasibility and the necessary of the introduction of the doctrine of corporate opportunity, so as to benefit for the amendment of China corporate law.The dissertation is divided into five parts.Part one is about theory of director's civil liability of usurping corporate opportunity. It discusses the relation between the director and the corporation, and compares the forbidden duty of usurping corporate opportunity with some other duties of the director. Then it expatiates the value of this forbidden duty, and analysis its character in the end.Part two discusses the nature of the civil liability when the director usurping corporate opportunity.By comparing three different theories about the civil liability's nature of breach loyal duty, and the difference between responsibility of breach of contract and liability for tort,we draw a conclusion that the directors should undertake responsibility of breach of contract wher they usurped corporate opportunity .Part three discusses the doctrine of liability fixation.In this part ,by an- analyzing a typicl case and the nature of usurpation we make clear the doctrine of liability fixation is stirct liability,and elaborate it's feature.Part four discusses the test of the corporate opportunity. There are three tests in common law: interest or expectancy test, line of business test and fairness test. Each one has its advantages and shortcomings. In judicial practice, line of business test and fairness test are combined and become the popular method in defining corporate opportunity. Through the discussion of various view points, we come to a conclusion about the proper definition of corporate opportunity.Part five is about the legal liability of the usurpation of corporate opportunity. It discusses the execution of the remedy methods,espically about refund right and constructive trust.