Research On Company Opportunity Rules

Corporate Opportunity Doctrine refers to such a rule that prohibits the directors from usurping the business opportunities which should have belonged to their own companies. As a key component of the contemporary corporate laws, the Corporate Opportunity Doctrine originates from the common law countries and has been pretty mature through development ever since its commence. Compared with other integrity obligations imposed on the directors, the Corporate Opportunity Doctrine has its unique value and functions. Although the business opportunities fall outside the traditional definition of the property of the corporate, it plays an equally important role in the development of a corporate and it has been a view that we should protect it all over the world. In the backdrop of a variable market and fierce competition, the business opportunities are of great significance to the corporate, which calls for specific protections by the law. That’s the reason why the Corporate Opportunity Doctrine is introduced into the regime. The Corporate Law of our country also introduced the Corporate Opportunity Doctrine, which will greatly help renovate the existing system of the integrity obligations of the directors, intensify the protection of the business opportunities of the corporate as well as accelerate the pace of economic globalization. Nonetheless, compared to common law countries who have long history of the Corporate Opportunity Doctrine and have accumulate rich experience through practice, our Corporate Opportunity Doctrine seems a little immature and still has much deficiency which remains to be erase. That’s exactly what I focus on.In the method of comparative law, this dissertation first presents the brief development history of the Corporate Opportunity Doctrine. After that, through comparing the relative concepts in different countries, it reveals the essence of business opportunities as well as illustrates the necessity and importance of provide them with sound safeguard. That’s what my opinions are based upon. As a newly introduced rule, the Corporate Opportunity Doctrine faces many challenges, among which how to implement it stands out to be the most urgent. This dissertation mainly talks about four points, namely, the objects of the new rule, the confirmation of the so-called business opportunities, the implementation in special conditions and the redress measures in case of violating the rule. By the method of comparative law, this dissertation puts forward some suggestions for improving the Corporate Opportunity Doctrine in our country, combining the experience of other countries with the circumstances in our country. The confirmation of the objects is the most initial step when we talk about how to implement specific laws. This dissertation mainly analyses the validity of the objects stipulated in the existing corporate law, meanwhile, it also demonstrates the necessity and possibility of other potential objects which haven’t been stipulated by the existing corporate in an effort to optimize the effects of implanting the Corporate Opportunity Doctrine.The confirmation of the so-called business opportunities is the key point in implementing the Corporate Opportunity Doctrine. This dissertation talks about the criteria of confirming the business opportunities in our country and further discusses the validity and maneuverability of it in light of its distinction when compared with its counterparts in common law countries. Besides all above, this dissertation also proposes some procedure suggestions to comply with when people implement the rule.Opportunities are both precious and hard to seize. That entails the law to keep equilibrium between protecting the profits of the corporate and the pursuit of biggest value in the utilization of the business opportunities for the society as a whole. Special condition refers to those when the corporate cannot or are not willing to utilize the opportunities offered to them. This dissertation analyses in those special conditions what requirements should be met for the directors to avail themselves of the opportunities that belonged to the corporate, so that the directors can be free from the restriction of the Corporate Opportunity Doctrine and the value of the business opportunities can be realized to the biggest extent.In the last part, this dissertation talks about the redress measures in condition of the violation of the Corporate Opportunity Doctrine. By comparing the rule in our country with in common law countries, this part mainly demonstrates the theoretical foundation, the necessity and the defects of the three main redress measures in our country’s Corporate Opportunity Doctrine.