Research On The Regultion Of Directors's Usurping Of Corporate Opportunities

Corporate Opportunity Doctrine means that the directors shall bear the obligation that they are not allowed to usurp commercial opportunities that belong to the corporate. This doctrine is a corporate governance regime that has been developed based on a number of relevant precedents in common law countries, the goal of which is to protect the interest of the corporate from being infringed by the directors. In recent years, civil law countries tend to transplant this doctrine into their legal system. The current Company Law of our country contains the corporate opportunity doctrine. However, since the relevant provisions are too simple, academic research on this area is still necessary.This thesis mainly includes introduction, main body and conclusion. Among other things, there are five chapters in the main body.Chapter one introduces the basic theories for prohibiting the directors from usurping corporate opportunities. There are three categories of theories for explaining the relationship between directors and companies, that is, the fiduciary, agency and appointment relationship. This thesis proves the reasonability of the corporate opportunity doctrine and points out that there is fiduciary relation between directors and companies. Therefore, the directors shall not usurp the corporate opportunities.Chapter two determines and analyzes the nature and tests of corporate opportunity doctrine. Companies have assets interest in corporate opportunities and it lacks independent rights to deem anticipated interest into an independent right. Therefore, it is appropriate to treat corporate opportunities as a special interest. As for how to determine corporate opportunities there are many different tests.Chapter three discusses the legitimate conditions and procedures for directors to manipulate corporate opportunities. Directors shall be allowed to manipulate corporate opportunities if the company rejects the opportunities or is unable to use the opportunities.Chapter four addresses the imposition of liability of directors resulting from a breach of the duty of loyalty, such as usurping the corporate opportunity.Chapter five focuses on the shortcomings of relevant law in our country and proposes some suggestions for the improvement, which are mainly about the determination tests and exceptions for directors to manipulate corporate opportunity, remedies for the breach and add regulation on former directors who usurp corporate opportunities.