Company Rules Of Chinese Law Study Opportunity

Corporate Opportunity Doctrine is a key issue in the common law corporation area. It is a detailed rule which reflects the duty of loyalty born by the directors and officers to the corporation they served. Under this doctrine, the directors and officers are prohibited to usurp the business opportunities owned by the corporation, otherwise, the profits they obtained thereby should be returned to the corporation. Common law corporation contains rich and mature rules in the respect of the Corporate Opportunity Doctrine, which mainly include the standards to distinguish the corporation and non-corporation opportunity and the rules for legal use of the corporate opportunity. In addition to the case law, the law institution and professors also present their opinions in this regard by means of the restatement and reviewing of judicial decisions. All of these materials are the invaluable resources for the legal transplant by other countries. Recently, the civil law countries, such as the German and Japan, have noticed the advantages in this doctrine and made efforts to try to incorporate the rules into their legislation. China has introduced the similar corporation opportunity rules in its Corporation Law revised in2005. However, compared with the common law rule, it is too concise to include an integrity picture of the doctrine. Therefore, the current rules in the Chinese Corporation Law shall be improved accordingly.This Article would start from the introduction of the Corporation Opportunity Doctrine under common law rules by means of analysis of the classical common law case opinions. After that, the Article would discuss the Article149(5) under the China Corporation Law, pointing out the problems in the current rules, which mainly include the vagueness of the applied subjects, the lack of the rules for recognition of corporate opportunity and the lack of rules for legal use of corporation opportunity. Then, the author would provide proposal for revision of the disadvantages mentioned above accordingly so as to improve the corporation legislation and the corporation government in China.This Article is composed of the Introduction, Context and Conclusion. The structure of the context part is as follows:Chapter One is the general introduction of the corporation opportunity doctrine, which is to introduce the content of the doctrine, the nature of the corporation opportunity as well as the distinction between the corporation opportunity doctrine and the non-competition doctrine. Among these, the definition of the corporation opportunity, the nature of the expected interests of the corporate opportunity and the detailed distinction between this doctrine and the non-competition doctrine would also be referred in each part.Chapter Two is to analyse the detailed applied rules of corporation opportunity doctrine, which is mainly to discuss the standards to distinguish corporation and non-corporation opportunity. This is an essential part of this Article. The cases of UK and US will be described, so are the opinions from the law institution and law professors. In addition, a brief introduction regarding the counterpart legislation in civil law countries and areas is also included in this part.Chapter Three focuses on the rules regarding the legal use of the corporation opportunity by the directors and officers. The related cases and legal opinions will also be referred to in this part so as to summarize the applied rules for legal use of the corporate opportunity. Then, the Article would summarize the application rule of the corporation opportunity doctrine in the U.S. Corporation Law through the introduction of the doctrine flowchart prepared by a U.S. law professor.Chapter Four presents the analysis of the current rules regarding the corporate opportunity doctrine and the study for its future development. This is another essential part in this Article.In this part, the author would first carefully analyse the problems underlying the current corporation rules, for example, the lack of applied rule to distinguish the corporation opportunity and the rule for the legal use of corporation opportunity. After that, the author would provide three relevant proposals for revisions, hoping to help the improvement of the legislation in China Corporation Law area.