Research On The Legal Application Of PRC's Corporate Opportunity Doctrine

With the transformation of modern corporate governance structure,the ownership and management rights are separated,and conflicts of interest between shareholders and managers are increasing.In order to prevent directors from pursuing private interests at the expense of the interests of the company,the duty of loyalty to directors has drawn increasing attention from various countries.Among these,corporate opportunity doctrine plays an important role.In the competitive times,business opportunities are particularly important to the company.However,the rights of managers have continuously expanded,which limits the rights of shareholders.The various business entities not only face the plunder of external competitors,but also guard against the selfishness of internal operators and prevent them from usurping business opportunities.Based on this,the Anglo-American law system developed a “Corporate Opportunity Doctrine” based on numerous precedents,and civil law countries have begun to introduce it.The“Corporate Law” revised in 2005 formally introduced the “Prohibition of Usurpation of Corporate Opportunity Rules” for the first time.It was of great significance to restrict operators from usurping corporate opportunities and to protect company's expected benefits.The main content of the rule is: Only through the approval of the company,the use of the company's business opportunities is legal and effective,or the directors whoinvaded the business opportunities should return the benefits.Corporate opportunity Doctrine involves the distribution of property rights between the company and the operators.This area is complex and controversial.It is evaluated as "the most unsatisfactory branch of all corporate legal rules" even abroad.Moreover,our country's corporate law has clarified it in merely forty words which is far from concreteness,such as the judging standard,the subject of obligation and many other aspects.It makes troubles for judicial practice and is urgent to research further.Therefore,this article intends to focus on the study of the legal application of corporate opportunity doctrine.Some problems in the legal application of the corporate opportunity doctrine in China would be found based on the rule in the Anglo-American law system,combined with China's judicial practice.I would put forward some pertinent suggestions,including the establishment of the judging standard,expanding the scope of the subject of obligation,building the rule of rational use of the opportunity and perfecting the substantive measures in China to improve our country's corporate opportunity doctrine.This article has four chapters.The first chapter introduces the duty of loyalty.Corporate opportunity doctrine arises from the duty of loyalty and therefore an overview of the duty of loyalty is necessary.This chapter mainly introduces the meaning of the duty of loyalty,the scope of the subject of the obligation and the types of performance.The second chapter outlines corporate opportunity doctrine.First the meaning of this rule and the development in our country is introduced.Then is the relationship with the faithful obligation and some other related concepts.Finally,the legal nature of the core of this rule,the company's opportunity,is explored.The third chapter talks about the judgement of usurping corporate opportunities.First is the judgement criteria of it in the Anglo-American legal system,and an analysis is made.Afterwards,an analysis of typical cases of corporate opportunities in China is conducted.The fourth chapter examines the legal application of China's corporate opportunity doctrine.The problems existing in this rule in China are reviewed,suchas the lack of the recognition standards of the company's opportunity,the narrowness of the scope of the obligation subject,the rigid rule of using the opportunities rationally,and the imperfection of relevant remedial measures.The author puts forward some perfection opinions,such as establishing the recognition standards,perfecting the scope of the obligation subject,establishing rational use rules,and improving related remedial measures.