Analysis Of Prohibition Of Usurping Corporate Opportunity Doctrine

With the gradual separation of the company's ownership and operating rights,the company's governance has gradually changed from the center of the shareholders to the center of the board of directors.The company's daily operations are in the hands of directors,and the power of directors has been continuously strengthened.The Chinese corporate law,the heir to the civil law system,does not have a relevant description of the "Corporate Opportunity Rule".Although the 2005 version of the "Corporate Law" and related laws stipulate a simple rule of opportunity,that is,the Fiduciary Duty,but because the rules are general and lack of applicability in practice,so the theory needs to be detailed.Corporate opportunity rules mean that directors and senior management of a company cannot take business opportunities from the company.The corporate opportunity rule is a system developed gradually by British and American countries on the basis of jurisprudence.The essence of the rule is to protect the company's interests from being infringed by the directors and executives who hold the company's commercial secret.This paper is divided into five chapters.The first chapter discusses the generation of the theory of corporate opportunity.The second chapter discusses the legal nature of corporate opportunity rule.The third chapter summarizes the factors that the United States considers in the judgment through the provisions of American laws and precedents on opportunity rules,and then selects typical cases in Delaware to supplement the factors of corporate opportunity doctrine,concludes the factors applicable to Chinese law.The fourth chapter analyzes the subject of duty of opportunity rule and puts forward the conclusion that the subject of duty should be expanded appropriately.The fifth chapter analyzes the reasons for the exclusion of the corporate opportunity rule in the United States and obtains the exclusion factors and procedures applicable to the corporate opportunity rule in China.This article proposes that corporate opportunities belong to company's property interest.Directors and other senior executives have the obligation not to take the company opportunities,and they have the duty of loyalty and duty of care in the management process.The rules of opportunity discussed in this article are highly relevant to the duty of loyalty in Chinese company law,so we will not discuss the duty of care.The purpose of corporate opportunity rules is to protect the interests of the company.The problem to be solved is that the scope of application of the corporation opportunities is not extended,the criteria of determining the corporation opportunities are not clear,and the restrictions and balance of the corporation opportunities rules.After studying and summarizing the American cases and the recognition standards in the common law,we make suggestions on the recognition rules of opportunity rules in Chinese company law,including the applicable objects of corporate opportunity,the judgment rules for rational use of corporate opportunities,and the exclusion of applicable circumstances.