Research On Prohibition Of Usurping Corporate Opportunity Doctrine

Today,with the active economic forms and increasing information-based business opportunities,there are more and more speculative acts of corporate management violating the duty of loyalty,and usurping corporate opportunities has increasingly become the most common and covert means.However,the Company Law of the people’s Republic of China in 2005(hereinafter referred to as《Company Law》)has not improved it since the introduction of the rule of prohibiting usurping corporate opportunities of Common Law.The imperfect legislation makes the court timid in dealing with the cases of usurping corporate opportunity,no matter compared with that in Common Law,or other rules in the field of company law of our country,the rule of prohibiting usurping corporate opportunity in our country lags behind.Therefore,there is an urgent need to explore the identification standard of corporate opportunity and summarize the exceptions allowed to be used.Explore more perfect relief ways to usurp corporate opportunities,and establish a set of rules against usurping corporate opportunities that adapt to China’s economic system.This article is divided into four parts:the first part is an overview of the rules,which defines the meaning and legal nature of corporate opportunity,clearly defines the meaning of the rule of prohibiting usurpation of corporate opportunity,and compares the rule of prohibiting usurpation of corporate opportunity with the similar systems of prohibition of competition and restriction of self-trading.Finally,it demonstrates that the prohibition of usurping the corporate opportunity rule is necessary for the existence of the duty of loyalty and the interests of the company.The second part introduces more mature rules of prohibiting usurpation of corporate opportunity in Britain and America,including the identification standard of corporate opportunity,the exceptions of forbidding usurpation and the relief after usurpation,and a brief evaluation as well;the third part analyzes the current legislative situation of the rule of prohibiting usurpation of corporate opportunity in our country,and summarizes the deficiency of the rule in legal status,content and relief measures.The fourth part puts forward the corresponding suggestions to improve the deficiency of the third part:to endow the independence of therule of prohibiting usurping corporate opportunity,perfect the content of the rule of prohibiting usurping corporate opportunity from three aspects:expanding the subject of obligation,defining the standard of identifying corporate opportunity and summarizing the exception,and improve the relief ways of the rule of forbidding usurping corporate opportunity by perfecting the content of the right of attribution and the right of claim for damages.