The Study On The Judgment Path For Directors To Grasp The Company Opportunity

The corporate opportunity doctrine comes from Anglo-American legal system.Its own purpose is to avoid the conflict of interests between corporates and directors,and to balance the interests between corporates and executives in corporate governance.It is not only an important duty of loyalty Content,but also the inevitable logical extension of the principle of good faith in civil law in modern companies.The introduction of this clause in China in 2005 was a great progress of the Company Law at that time.It was the result of the law's deepening of the Company's intervention and the result of the refinement of the internal interest structure,the improvement of the corporate governance structure and the full development of the market mechanism.However,after years of development,the economic progress in our country is obvious.There are an endless stream of cases in which directors of all kinds have usurped corporate opportunities.This is not a simple clause that can be solved at the beginning.In addition,the rules of opportunity of the company itself are one of the most controversial areas of corporate law,it directly leads to the fuzziness and inaccuracy of judicial judicature in reality.Therefore,without any change in the law,some theoretical analysis is needed to perfect the judicial refereeing path of such cases,and this article will devote itself to this.This article is divided into three parts: preface,main body and conclusion.The main body of the paper includes five chapters,which respectively analyze the essence of the corporate opportunity doctrine,the value of each company law theory on the referee and the overall referee path.The first chapter is the combing of cases and the substantive analysis of the problems.This chapter lists a series of judicial adjudication cases and summarizes the problems existing in the actual judgments by combing their judgments.Starting from these problems,this article analyzes the essence of the corporate opportunity doctrine and concludes the two-step referee path.The second chapter is about the introduction and application of non-conflict rules.This chapter describes in detail the meaning of non-conflict rules and introduces them in the concrete application of company opportunity cases,and finally summarizes its value in the judgment of company opportunity casesThe third chapter is the introduction of the principle of Honesty and Credit.This chapter introduces two functions that are helpful to the referee of the company's opportunity cases in the principle of good faith.The two functions lead to the two expansion obligations of directors and senior executives,namely,to disclose the obligations in advance and to prohibit the use of the duties of office and convenience.Meanwhile,Also need to different directors in the day-to-day management of different responsibilities and limited the obligations of some directors.The fourth chapter is the introduction of the theory of director heterogeneity.By introducing and analyzing the theory of director heterogeneity,this chapter clarifies the legitimacy of requiring different obligations to different directors,and derives the significance of discriminating between independent directors.The fifth chapter is a summary of the referee path of the company's opportunity case.This chapter integrates the above principles and basic theory,summarizes the principle of non-conflict as the core,with the principle of good faith and director of heterogeneity theory as an auxiliary,and follow the two-step path that is the first step is to determine the company's opportunity to determine the first The second step is to judge the legitimacy of a director's possession of a company to determine whether a director's executive has violated the company's rules of opportunity.