Review And Improvement Of The " Corporate Opportunity Doctrine " In China' S Company Law

The gain or loss of an important business opportunity is often the key factor that determines the survival of a company in the market economy era.Based on the trust of directors and senior executives,the shareholders of the company hand over the company's operating rights to the directors and senior executives.The behavior of directors and senior executives shall follow the director's loyal obligations.However,directors and senior executives often seek corporate business opportunities for personal purposes.To curb directors and senior executives seeking corporate business opportunities,China officially introduced the "Corporate Opportunity Doctrine" when the"Company Law" was amended in 2005.The introduction of the "Corporate Opportunity Doctrine" has to a certain extent curbed the behavior of directors and executives seeking business opportunities of the company and played a role in protecting the interests of the company.However,the rules were too principled,which directly affected the application of the rule in judicial practice.Drawing on the theoretical and practical experience of the"Corporate Opportunity Doctrine" in United Kingdom and United States,it is of practical significance to improve the application of the "Corporate Opportunity Doctrine" in China from the perspectives of legislation and justice.In addition to the introduction and conclusion,this article includes the following four parts.The first part raises the question.The author has personally experienced the case of"Qiu damage the interests of the Yinxuan Co.,Ltd".By analyzing the behavior of Qiu,the director of the Yinxuan Co.,Ltd.,we can find out that the "Corporate Opportunity Doctrine" introduced in China's "Company Law" has many problems in the application,which need to be studied and improved.The second part mainly studies the judicial status of China's "Corporate Opportunity Doctrine".The author searched online for related cases involving "Corporate Opportunity Doctrine" from 2007 to 2019.Through comparative analysis of the cases,it is found that there are many deficiencies in the application of "Corporate Opportunity Doctrine" in China,the main manifestations are the lack of corporate opportunity recognition standards,the scope of the subject of obligations is too narrow,and the reasons for the defense of directors and senior executives are not clear.The third part is about the lessons learned from British and American "Corporate Opportunity Doctrine".The "Corporate Opportunity Doctrine" originates from British"Company Law" and American "Company Law",and has extensive theoretical research and practical experience in United Kingdom and United States.It can provide reference for improving the application of the "Corporate Opportunity Doctrine" in China in terms of identification standards and obligations.The last part mainly discusses the reflections and suggestions on improving the "Corporate Opportunity Doctrine " of Chinese company law.Drawing on the " Corporate Opportunity Doctrine " of United Kingdom and United States,combined with China's national conditions,the ways to improve China's " Corporate Opportunity Doctrine "mainly include the establishment of corporate opportunity recognition criteria that are adapted to China's national conditions,appropriately expand the duty subject to which the "Corporate Opportunity Doctrine" applies,Clarify the reasons for directors and executives' defenses.It also makes suggestions on the ruling ideas and burden of proof of the company's opportunity rule cases.The court can follow the "three steps" ruling idea when trying company's opportunity rule cases:The court should first review the qualifications of the defendant in the case.The second step is to apply the corporate opportunity recognition criteria in stages based on the case.The last step is to identify the behavior and responsibility of the actor seeking the company opportunity.