Prohibit Usurpation Of Corporate Opportunity Rules

Company under the situation of rapid economic growth, has appeared the new rules and corporate governance mode. Corporate opportunity rule is the product of this background. Setting for the corporate opportunity rule has two purposes. Firstly, protect corporate opportunity; secondly, utilize corporate opportunity rationally. The premise of the application for the corporate opportunity rule is to identify the corporate opportunity.The corporate opportunity is commercial, which is profitable or a property. At the same time, the opportunity is expectable, exclusive and correlatable. The property is the content of the corporate opportunity. Expectation is legal attribute of the corporate opportunity. Exclusiveness and relevance is the extension of property attribute. Anglo-American law system contributes the kind of more mature theories in the standard of the corporate opportunity. Experts of our country have different opinions in the standard of the corporate opportunity too. I think the corporate opportunity, which has four factors. It could bring commercial interests. It is within business activities. The company has the ability to use it. To accept it because receiver use corporate power or rely on corporate identity.About the corporate opportunity rule, the time of our country’s present legislation is not long. The legislation also has many problems. For instance, the standard of the corporate opportunity is lack; the rule of the corporate opportunity was not set independently; the subject of the corporate opportunity rule is a problem; utilizing the corporate opportunity is incomplete; the relief of usurping the corporate opportunity is a problem. In the legislation, we should establish the standard of the corporate opportunity and increase the chance of utilizing the corporate opportunity which the company has no ability to use or abandon. Last but not least, we should make clear consequences of utilizing the corporate opportunity. That includes the complete right of return, the establishment of right of revocation, the synchronizing application for compensation for damage.Researching the rule aims to four aspects. Firstly, I get judgments and suggestions from the theories and cases of the past for enriching the theoretical area. Secondly, through the interpretation of the rule, judicial practice uses the rule uniformly. Thirdly, my new idea of the rule is expected to provide theoretical support for the legislation. Fourth, improve the currentsituation of corporate governance in our country for promoting the development of our country market economy.In this paper, I use the method of comparative research, the law analysis as well as the specific case of empirical approach. Through the comparative research, the history and content as well as pros and cons of the rule from Anglo-American law system could be show clearly. Through the analysis of the law, the problem of legislation in our country can be show. Through the specific case of empirical research, explore the need from practice for the rule. Using three methods looks forward to show more complete corporate opportunity rule.