Recognized Rules Of Corporate Opportunities For Study

The amendments of Company Law of China in 2005 adopted the company opportunity rule. This rule learns from different countries for their advanced results of legislation. Meanwhile, it improves the system of the duty of loyalty in Company Law. However, the article itself in our Company Law is far away from the state of perfection, particularly that the affirmation is lacked which should be regulated. At the same time, the law doesn't regulate how to apply the rule and the rational exclusion, which leads to the omissions of relevant legislation and difficulty for operation.This dissertation systematically used the analysis from the perspective of theory, comparison, demonstration and logic. By examining the rules in common law countries, the author illuminates the system of affirmation of the rules and submits the suggestions to improve it.There are three chapters in this dissertation.The first chapter introduces the basic theory of company opportunity rule, especially defining the legal nature of the rule. The author explains the theory with analyzing the present circumstance of the rule in China and points the problems and shortcomings in our country.The second chapter reviews the standard of the company's opportunity in British and America, especially focusing on the development in American's case law. Next, the author systematically illuminates the affirmation standards of each company's opportunities, such as the standard of profit or interest, the scope of business, fair, the theory of rights abuse, analyzing form two steps and different standards for different companies. At last the author points out the inspiration for us.The third chapter focuses on the affirmation standard in China. The author, through t the standard right abuse and business scope of America, thinks that we should judge the company opportunity form two aspects: the management personnel of company using the convenience of the position and the business scope. Of course, the disclosure obligations should be conformed to. Finally, this dissertation brings forward the exceptions for company opportunity rule .When the company abandons or does not use the opportunity, the management personnel should conform to strict obligations if using it. The affirmation of the related department of the company should be accepted and the board of directors is the right department to make the affirmation. Some else suggestions for perfection are put forward.The conclusion is made on the basis of the whole dissertation. We should improve the present rule through the objects of company's opportunity, regulation on the controlling shareholders and special director. The standards to be used are the standards of convenience because of the position and business scope. As to explaining the two criteria, combining with the reality, appropriately tightening the burden of director meets the spirit of legislation. Finally, the exceptions of the rule should also be considered and the company's affirmation is needed by adding the affirmation department—the broad of directors.