The Corporate Opportunity Doctrine: The Shifting Boundaries of the Duty and its Remedies

Abstract

A central concern for all those actively engaged in the continuing corporate governance debate is the question of how best to hold the tension between allowing company directors their entrepreneurial heads whilst ensuring appropriate safeguards for the company itself. Take one problem as an illustration. What is the potential liability of a director who personally pursues a business venture which corresponds to the line of business of the company in which he or she holds a directorship? Prominent amongst the equitable devices which it is thought can be harnessed to good effect in striking an acceptable balance between these potentially conflicting objectives is what has become known as the 'corporate opportunity doctrine'. Corporate opportunities, though not in the strict sense assets of the company, are regarded as such, with the consequence that it is not open to company directors to exploit them for their own personal gain.