Research On The Legal Regulation Of Usurping Corporate Opportunity

Since the company has an independent legal personality，the company and the companymanagement start benefit game. The game’s focus is embodied in the ownership and usage of“corporate opportunity”.under the circumstances of the corporate governance structure from“the shareholder meeting center doctrine” to “the board of director center doctrine”.theownership and usage became more and more intense. The theory of corporate opportunity hasmore and more perfect.The Unite States is the origin of the theory of corporate opportunity, It is throughlong-term judicial precedent, slowly building up a set of perfect company opportunity theoryin order to regulate the director to usurp the corporate opportunity, in the corporateopportunity recognition, It establish such as “the interests of the existing or anticipatedbenefits standard”,“products”,“fair standard”,” Two step method” and so on. On theregulation of body, roughly contain director, senior management personnel. The usurpingcorporate opportunity exception rules clear that until the addressee in full compliance with thedisclosure principle and accept by the company’s board of directors or shareholders aftermeeting, and then they can use this opportunity.With the continuous economic development, the corporate opportunity to regulation hasbecome an inevitable trend, The mainland legal system country cling to the non-competitionsystem has been unable to fully protect the interests of the company, so Japan, Germany andmany other countries that belong to the continental law system have introduced" opportunity"through various forms, and obtained a good effect. Chinese in the economic and socialtransformation and in order to conform to international background, introduced the “company" is an inevitable trend. Although introducing the corporate opportunity to china’s newcompany law has significant positive significance for china, the lacking of operability of therelated provisions need to be perfect, In view of the Anglo-American law system on thecorporate opportunity theory has formatted a relatively mature and perfect corporateopportunity theory in washing of the age and history, We should draw their theory whencombined with our legal theory, our legal environment and our economic development toperfect our corporate opportunity in such as regulation, regulated subject, standard, reasonableuse and opportunity identification methods and procedures, legal relief and so on. Only in thisway, we can real regulate the addressee to companies and protect the legitimate interests of the company.Addition to the introduction and construction，the body consist of seven parts，a total of30，000words.The first part is the basic theory of corporate opportunity. Mainly discusses the definitionand nature of opportunity, theoretical foundation, the development history and the legislativepresent situation and the existing problems.The second part is the regulation method. Proposed three forms of regulations whichinclude laws, regulations and the articles of association of the company and the particularcontract, we mainly talk about is still legal form.The third part is the main body of the regulation. After understanding that directors andsenior management personnel are to be regulated body, mainly discusses the controllingshareholders, board of supervisors, independent directors of listed companies can be regulatedsubject.The fourth part is the cognizance standard. The first focuses on Anglo-Americancorporate opportunity cognizance standard, then combined with the analysis presenting thathow to cognizance company opportunities in our country.The fifth part is about reasonable use of the corporate opportunity. The companyopportunity to directors fiduciary is not absolutely prohibited, but only meet some specificcircumstances, they can legally use.The sixth part is the legal relief. Put forward three kinds of rights of relief that contain aclaim for damages, disgorgement, according to the constructive trust principle the usurpingcorporate opportunity transaction recovery company.The seventh part is the conclusion. Summary the author’s Suggestion.