The Contract Method To Corporate Opportunity Problem In The Field Of Venture Capital

As an important rule in the Anglo-American legal system, the main content of the "Corporate Opportunity" rule is to prohibit the directors and senior managers usurping the corporate opportunity. In order to provide better protection to the company, in2005,"Corporation Law of People’s Republic of China" established this rule formally.However the matching applicable rules to it in China is still in a blank state,which needs further study and improvement. On the other hand, if we take a look to the judicial practice, the venture capital in China is under rapid development. To share the risk, the venture capital firms usually choose to invest many different projects and participate in management. All this features make the corporate opportunity problem more prominent in this particular field. If strictly applying the "Corporate Opportunity" rules established by the "Corporation Law", it is very possible that the directors and senior managers accredited by the venture capital firm will be faced with huge risk of being alleged, and this would seriously dampen their enthusiasm and also bring adverse effect to the venture capital field even the whole economy. Considering this, the dissertation tries to introduce the corporate contract theory to help the corporate opportunity problem in the venture capital field jump out of Corporate Law’s frame, and make the balance between the venture capital firm and the target corporate, as a result, this particular problem gets appropriate resolution.This dissertation can be divided into three main part:preface, text and conclusion. And the structure of the text is as follows:The first part is about the "Corporate Opportunity" theory, mainly introducing the historical development and legal foundation of this theory.The second part discusses the particularity and complexity of the corporate opportunity in the field of venture capital. Begin with the characteristics of venture capital, it analyses the special relation between the venture capital firm and the target corporate, and then clarify the conflict and justification of this problem in the field of venture capital.The third part is about the identification standard of the corporate opportunity. In this part, the dissertation introduces several popular identification standards at present, and analyses the flaws of this standards. In the end of this part, it also discusses the exclusion criteria of corporate opportunity.The fourth part dissertates the application of "Corporate Contract" theory in the corporate opportunity problem. It discusses if the Duty of Loyalty can be excluded by the contract,and then analyses the feasibility of this method applied in the corporate opportunity problem.The fifth part is the highlight of this dissertation. On the basis of former analysis, this part carries out concrete design of the contract, including the subject, the form,the content and the legal relief.