董事谋取公司商业机会法律问题-研究.pdfVIP

董事谋取公司商业机会法律问题研究 Abstract Based on the obligation of directors being loyal to the company, upon multiple years of judicial pra ctice, common law countries have formed the corporate opportunity doctrine which is crucial in the corporate law system and which is increasingly mature. However, constant development and evolution of corporate administration mode in practice tends to gradually fuel the desire of corporate management to abuse their powers which would finally lead to common behaviors of directors and senior officers of the company seizing corporate business opportunities in the operation of the company. Civil law countries have also introduced the corporate opportunity doctrine successively to relieve the tension between private benefits of directors and the overall benefits of the companies in the economic operation of each country. Corporate Law of PRC issued in 2005 made fundamental stipulations regarding the practice of directors and senior officers seizing corporate business opportunities, signaling China’s formal introduction of the corporate opportunity doctrine, offering statutory support to the judgment of each level of courts nationwide. By the time of the issuance of the updated Corporate Law in 2014, corporate opportunity doctrine had been applied for 9 years in China. However, it was always in the preliminary stage without substantive progress. Either in terms of theory or practice, there are many question marks regarding the doctrine. For example: the standard for identifying corporate business opportunities, the defense of directors, the legal consequences of directors violating the non-competition prohibit