1. Corporate Opportunity the fiduciary duty Henry

2. Definition: Using the corporation’s opportunity to gain interest for himself instead of his company Company ‘s property: tangible property intangible property: commercial securities corporate opportunity I. Brief introduction

3. II. Case Jack was the chairman of company F. Company W was approaching to bankruptcy. Someday, its controller told Jack this sound opportunity to take over F. So, Jack immediately set up a personal company to buy W eventually. The court argued Jack violated the duty of loyalty and instructed Jack’s personal company to convert its shares to the F company.

4. If a company’s management staff or directors run into a commercial opportunity, which, in essence, is in the scope of company’s operation, even will bring huge interest, this opportunity is beneficial to the company. If any director or managerial staff take that opportunity, this will merge himself into the conflicts with the company, and in this circumstances law forbids anyone inside the company doing so.

5. Article 149 No director or senior manager may have any of the following acts: (subparagraph 5) Without the consent of the shareholders' meeting or shareholders' assembly, seeking business opportunities for himself or any other person by taking advantages of his authorities, or operating for himself or for any other person any like business of the company he works for III. Regulations involved

6. What is the corporate opportunity? In a broad sense, it is any opportunity that have commercial interest with the company three standards: interests and expectancy test line of business test fairness or intrinsic fairness

7. Justification for taking a corporate opportunity: A corporate refusal B corporate inability(mainly financial incapacity) C in good faith and not compete with corporate D third party unwillingly to do business with the corporation

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