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On the Corporate Law’s Regulation of Usurping Corporate Opportunities

Author: BaSangDunZhu
Tutor: HuLiLing
School: China University of Political Science
Course: Civil and Commercial Law
Keywords: Corporate Opportunity Duty of loyalty Fiduciary Duties Conflicts of interest
CLC: D922.291.91
Type: Master's thesis
Year: 2011
Downloads: 84
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Abstract

Corporate opportunity theory (Corporate Opportunity Doctrine), or the company the opportunity to rule, and the line from a theory of the case law of common law countries prohibit directors of the outcome of belonging to the company's business opportunities to take advantage of for personal gain from the. Traditional civil law countries the Companies Act and the corresponding provisions on the company the opportunity to \China's \From a comparative analysis on the basis of related case law, company law and doctrine, focusing on the specific circumstances as well as the civil liability of the usurpation of corporate opportunities recognized standards of corporate opportunities, the directors and senior management personnel rational use of the company's opportunities to Perfecting the system of directors of the Company obligations. This article is constituted by the introduction, body, conclusion, the text is divided into five parts. The first chapter is the basic problem of the theory of corporate opportunity. This chapter begins with the basis of the analysis of theoretical about the company the opportunity to theoretical definition of its connotation and epitaxial make defined, with retrospective effect, introduce the company the opportunity to theory in common law countries produce, development, analysis of the company the opportunity to rule the jurisprudence foundation, which demonstrated The legal company the opportunity to give special protection, the director of regulatory acts of usurpation of corporate opportunity necessity. Rules of corporate opportunity and self-dealing restrictions, the specific requirements of the non-competition rules belong to the fiduciary duties of directors, directors with the interests of the company are to resolve conflict, but in the adjustment object constituent elements as well as the legal consequences of gaps exist, Distinguish between the three differences help to clarify the company's opportunity theory connotation and extension, to lay the theoretical foundation for the below. The second chapter is the recognized standard of corporate opportunity. How to identify the company the opportunity to practitioners and academics exists some controversy, there are different theories of interests and look forward to the interests of the \This chapter focuses on comparing and Comment on Britain and the United States about the company the opportunity to determine the standards of jurisprudence, the Companies Act and its doctrine, and combined with the theoretical discussion and thinking about how to build the company the opportunity standards identified problems in the context of our statute law. The third chapter is the director of corporate opportunity defenses. Even corporate opportunity, does not of course mean that the directors can not take advantage of it, this is the creed of Modern Company Law established rules of corporate opportunity. The key is under what circumstances, company directors can take advantage of the opportunity. Around this problem, jurisprudence and school management company to give up the opportunity because of financial difficulties, inability to take advantage of opportunities and situations such as to name a few. How to regulate the directors in good faith to exercise their rights, and to prevent their personal interests with the company conflict of interest for this chapter focuses on the problem. The fourth chapter is a usurpation of corporate opportunity of civil liability. Usurpation of corporate opportunity acts prejudicial to the interests of the company, and breach of the duty of loyalty, is bound to lead to civil liability. Investigated for civil liability of directors in violation of the obligations of the ex-post regulation, then the nature of their responsibilities and their remedies is the focus of chapter explores. The fifth chapter is the system of rules of corporate opportunity. This chapter for the legislative status quo as well as the main problems of China's system of corporate opportunity from the company the opportunity to identify the standard, rational use of the opportunity to the case as well as violation of the rules of liability, refine the corresponding provisions of the to clear judicial applicable standard specification directors bona fide exercise of power, prevent their private interests conflict with the interests of the company to provide a theoretical basis for the rationalization proposals, in order to be helpful to the perfection of the legislative and judicial interpretation.

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CLC: > Political, legal > Legal > Chinese law > Economic Law > Corporate law, company law
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