Research On The Judicial Practice Of China’s Corporate Opportunity Doctrine

Corporate Opportunity Doctrine is originated from common law,which is a specific rule of the director’s duty of loyalty.It was introduced in China Corporation Law in 2005.However,because the provision is relatively simple,it caused many practical problems,such as how to identify the corporate opportunity,when the executives may utilize the opportunity without to be blame.Lacking specific criteria on such problems directly result in the difficulty in judicial practice.Therefore,it is very important to clarify these problems to perfect Corporate Opportunity Doctrine in our country.From judicial point of view,this paper collects corporate opportunity doctrine cases happened from 2006 to 2016,and makes a comprehensive analysis and discussion on these problems existing in the judicial practice.This paper is divided into four chapters,the first chapter summarily analyzes all corporate opportunity doctrine cases from 2006 to 2016,introduces the origin and basic situation of these cases,summarizes the judicial controversies in different cases,preliminarily presents the current situation of the application of corporate opportunity doctrine,and makes us have a general understanding of the current courts’ trail direction on corporate opportunity doctrine.The rest chapters are all based on the first chapter,analyzing and discussing the existing judicial problems summarized in the first chapter.The second chapter analyzes the obligation subjects of corporate opportunity doctrine.As in the practice,it occurs the situation that corporate supervisor,department managers,or controlling shareholder usurp the corporate opportunity,so it is necessary to analyze whether these entities should be subject to corporate opportunity doctrine.The third chapter revolves around the standards of corporate opportunity.Taking a reference to the common law’s relatively mature principles,and combining China’s present theory researches,this chapter tries to summarize several standards to determine whether an opportunity is belong to the corporate.The fourth chapter mainly about the corporate opportunity doctrine’s defenses,which is,situations that corporate opportunity can be utilized reasonably.This chapter will discuss the common defenses occurs in the cases,which are defense of inability and corporate agreement.Because the legal provision of corporate opportunity doctrine is very simple,the judicial practice lacks uniform judgment criterion,which will hinder the judicial application of corporate opportunity doctrine to some extent.Through the summary and analysis of cases from different courts,combining theories with practices,this paper tries to explore more reasonable judgment criterion of corporate opportunity doctrine,enrich the theory of corporate opportunity doctrine,and provide reference for the trial in the future.