Research On Prohibition Of Usurping Corporate Opportunity Doctrine

The progress of the times has brought more business opportunities and the competition in the commercial market has become increasingly fierce.The rational use of business opportunities has become the key to the company’s development.In this process,the company needs to compete with its peers externally and internally,and they need to be wary of managers usurping business opportunities internally.In order to further protect the legal rights and interests of the company,Article 148 of the ‘Corporation Law of the People’s Republic of China’(hereinafter referred to as the ‘Corporation Law’)stipulates‘prohibition of usurping the company’s business opportunities’.However,there are also very broadly worded statutory provisions and many issues are not clarified,leading to the lack of clear and uniform standards in judicial practice,and triggering a series of application problems.The thesis is divided into five parts: The first part mainly explains the research background and significance of this article,this article also outlines the main content of this article’s research.In the second part,it defines the connotation and legal attributes of the company’s business opportunities at first.On this basis,comparing the similarities and differences between the corporate opportunity doctrine and the non-compete rules.The paper also examine the embodiment of the corporate opportunity doctrine in Chinese legislation.In the third part,author makes an empirical analysis of the judicial application of corporate opportunity doctrine,retrieving disputes involving the corporate opportunity doctrine in a Web database,the paper also examine the general situation of the trial and select 50 cases as a sample to summarize the focus of disputes in such cases..In the fourth part,focusing on the focus of the dispute,it points out the problems of the corporate opportunity doctrine in China from four aspects: the subject of obligation from the corporate opportunity doctrine,the identification standards of the company’s business opportunities,the identification standards of usurpation and the responsibility of company’s liability after damage.In the fifth part,the author will propose improvements to the above issues,including expanding the scope of the subject of the obligation,unifying the identification method of the subject of the obligation,unifying the identification standard of the company’s business opportunities,clarifying the identification standard of usurping behavior and clarifying the disclosure obligations of directors and others,clarifying the handling method when the right of classification and the right to claim for damages coincide,the identification standard of the unified liability subject,and the amount of compensation for damages.