The Research On Legal System Of Corporate Opportunity Usurped By Company Manager

Due to fierce market competition, commercial opportunities are undoubtedly important for the company's survival and development. As the agent, company representative, senior employee and company authority, the manager of a company should do all his best to help company select the best favorable matters from a variety of trading opportunities in the market, then, to achieve the maximization of corporate wealth, but to seize corporate opportunity for individual interests. The doctrine of corporate opportunity is to prevent the manager from utilizing his power to usurp the corporate opportunity and to protect the legitimate right of company. The corporate opportunity theory was established very long time ago in the common law, and now is gradually getting improved in judicial precedence. The China Company Law formulates the rule that the manager of the company could not usurp corporate opportunity. But the provisions are too abstract and lack of maneuverability in practice, so it is not conducive to provide clear guidelines when the judge decides a case. Identification of corporate opportunity in corporate opportunity theory is very important, and it also confuses many judges and scholars. In the United States interests or expectancy test, line of business test, fairness test and integration test were established in Case Law in succession, and scholars put forward a lot of valuable opinions as well. With the development of China's market economy, it is necessary for us to take strict principles referring to England Law about corporate opportunity, to understand the spirit of this doctrine and sum up several criteria created in the common law according to the actual situation in our country to finally analysis and handle related cases. In addition, in order to regulate the actions of usurping corporate opportunity effectively, it is imperative for us to analysis various ways which managers take. In view of the specificity about the managers'dishonest behavior in the state-owned exclusive investment or holding Company and listed company, deep study is required in the jurisprudence. We should study what legal effects these disloyal actions pose to trading partners, the company and managers themselves so as to broaden the judicial remedy channels for the company or the shareholders infringed by dishonest managers. Then we can give them civil sanctions. If the manager usurp corporate opportunity and gain illegal income, the company may exercise the right of Recovery. Moreover, the company could claim for disloyal manager as it suffers the loss. When the company fails to perform its responsibility for certain reason, shareholders are authorized to bring a lawsuit against the infringer in their own name for company interests. In addition, shareholders can directly sue the infringer for their own interests.