Research On The Corporate Opportunity Doctrine

Company opportunities are related to the company’s interests,are realistic business opportunities that can be seized by the company,and reflect the ownership relationship between business opportunities and the company.Corporate opportunities play a pivotal role in today’s ever-changing competitive market environment.Corporate opportunities are considered as a form of property and are being accepted by more and more people.At the same time,corporate opportunities are a combination of opportunity benefits and loyalty obligations.The new type of anticipatory right,which can only fight against trustees such as directors,is a limited anticipatory right.As a derivative obligation of the fiduciary duty,the core meaning of the company’s opportunity rule is to prohibit the operator as the trustee from usurping the company’s opportunity to self-fertilize,and placing its own interests in a situation that conflicts with the company’s interests.The company opportunity recognition standard is the core issue of the company opportunity rule,but it is also a legislative gap.Combined with the recognition of academic theory and judicial practice,the legislation to establish the company opportunity recognition standard should also meet the "closely related to business activities","utilization Job convenience "," benefits or expected standards ".Directors and executives are the statutory obligations of the company’s opportunity rules.However,judicial practice proves that the legal requirements are inconsistent,the organizational structure is diversified or the corporate governance is incomplete,so that the identification of executives can no longer be confined to closed-form enumeration.The limited enumeration of senior executives will be changed to a statutory model,and the use of substantive standards will be guided and regulated through judicial interpretations or judicial policy documents.The risk that controlling shareholders use control to usurp the company’s opportunities has never been eliminated.It is necessary to plan ahead,but because shareholders usually serve as directors and executives,and the case of controlling shareholders as defendants has not yet occurred,it is necessary to consider on the basis of observing the development of judicial practice.Solve the problem of controlling shareholders’ application of the company’s opportunity rules in the form of judicial interpretation.The role of supervisors who "supervise" the supervisor’ s role in intervening in the company’s operation and management to intercept the company’s opportunities is constantly being performed.In this regard,it is necessary to return to the value goals of corporate governance and take into account the status of corporate governance.The judicial interpretation or the minutes of the trial work meeting,combined with the company’s operating characteristics,adopts a substantive identification method for supervisors,and applies the company’s opportunity rules by analogy.A departing director must not use the business opportunities that he has not disclosed to the company during his term of office,or use key information,resources,or periodic results of the original company to snatch the company’s business opportunities.At the same time,in accordance with the principle of fairness,he should be a departing director The obligation not to usurp company opportunities sets a reasonable period.In order to balance the operators’ pursuit of their own interests and the company’s internal expansion needs,as well as to promote the maximum use of resources,the operators should be allowed to use the company’s opportunities under reasonable circumstances.The company abandons or rejects the company opportunity,and the director can use it after the company’s explicit consent;the insufficient financial resources of the company cannot be a reasonable reason for the director to use the company’s business opportunities,unless the company explicitly gives up and agrees to the director’s use,and the director must prove two aspects: Firstly,the company cannot or should not take advantage of the business opportunity.Secondly,it proves that it has gone all out and exhausted the fundraising methods,but still cannot transfer the company’s insufficient financial resources;the law cannot explain that the business opportunity violates the prohibition of laws and regulations and does not constitute Company opportunities are freely available to directors.Directors can take advantage of company opportunities after fulfilling their full disclosure obligations and with the consent of the shareholders’ meeting or the board of directors.It is a legal moral obligation not to usurp the opportunity of the company,and once it is violated,it will bear the legal consequences of returning profits and damages.The "income" referred to in the right of reclassification is a calculable property benefit,and business opportunities cannot be returned.Damage compensation is another kind of remedy given to the company by law.When the operator’s usurpation of the company’s opportunity causes the two rights to compete,the choice of the remedy is a manifestation of the company’s self-will and should be respected.The company meets the conditions It is possible to exercise the right of attribution and the right to claim damages in an overlapping manner,with the principle of not obtaining double benefits for the same loss.