Research On Directors Usurping Corporate Opportunity

The corporate opportunity rule has not been introduced into China for a long time,but it has been used to resolve disputes between companies and directors for many times in judicial practice.However,companies face many difficulties in applying the rule to recover losses.The reason for this situation is not only the company's own reasons,but also the company's opportunity rules.The concept of corporate opportunity is too abstract and there is no accurate definition,which brings a lot of trouble to the application of the rule of corporate opportunity.Therefore,by analyzing the identification standards of corporate opportunity in Anglo-American law system and civil law system countries,the main characteristics of corporate opportunity are presented,so as to better solve the problem of ownership of corporate opportunity.Clear ownership of corporate opportunities does not necessarily mean that directors usurped corporate opportunities.At home and abroad,there are some difficulties in identifying directors' usurpation,mainly in proving when and where the directors committed the usurpation,and in utilizing the company's opportunities legitimately.For this part of the problem,mainly through the analysis of domestic relevant cases and scholars of the relevant research results,summed up some of the significant features.Directors take different responsibilities for usurping company opportunities in different situations.The main reason is that different obligations between directors and companies make different ways for directors to take responsibility.Of course,the purpose of setting directors' obligations is to better deal with the usurpation of directors.Under the existing domestic legal system,the company can also do something to cope with and prevent directors' usurping of company opportunities.On the one hand,according to the characteristics of the company,the articles of association,appointment agreement and company structure can be adjusted and set accordingly in view of the difficulties in identifying the company's opportunities and directors' usurpation.On the other hand,the company should use judicial remedies to safeguard the legitimate rights and interests of the company in accordance with its internal defense mechanism.