Study On Corporate Opportunity Doctrine

In accordance with economy development, company scales are bigger and bigger. Directors are controlling companies gradually. At the same time, because of the weakening of shareholders' supervising and asymmetry of information, high-level employees may abuse their power to usurp company business opportunities. It is needed to establish special corporate opportunity doctrine to prevent managers usurping company business opportunities for protecting companies' benefits. This thesis will analyze corporate opportunity doctrine roundly and put forward reasonable suggestions.Company business opportunities are business opportunities gained in performing duties by directors, managers and other high-level employees. Company business opportunities embody some loaves and fishes which are possibility of gaining profits. Company business opportunities are not proper belongings but expectancies. Whether based on fiduciary duty or contract duty, directors, managers and other high-level employees should not usurp company business opportunities, otherwise should give back interests in accordance with unjust enrichment. Corporate opportunity doctrine cannot be embodied in faithful duty, forbid managing same business duty or keep commercial secret duty. That is the significance of corporate opportunity doctrine. There are lots of disadvantages in our country's corporate opportunity doctrine which is stipulated in "Company Law" amended in 2005. We can use Anglo-American tests for reference but all the tests are based on case law.Using integrative method and comparative method, through comparing between Chinese corporate opportunity doctrine and foreign company business opportunity, assimilating foreign experiences, based on our country's actualities, this thesis will put forward reasonable suggestions: establishing judging test, stipulating disclosing duty, establishing directorate voting system and so on.The first chapter will analyze the nature of company business opportunity through analyzing company business opportunity's concept. The second chapter will find company business opportunity's theoretical base through differentiating and analyzing fiduciary duty, contract duty and unjust enrichment. The third chapter will find value significance through comparing faithful duty, forbid managing same business duty, and keep commercial secrets duty with corporate opportunity doctrines. The fourth chapter will analyze our country's corporate opportunity doctrines and find out legal problems. The fifth chapter will analyze foreign corporate opportunity doctrines. The sixth chapter will put forward reasonable suggestions.