Corporate Opportunity
Förbudet för styrelseledamot och verkställande direktör att utnyttja affärsmöjlighet som faller inom bolagets verksamhetsområde
The corporate opportunity doctrine constitutes a prohibition for the directors and officers of a company to pursue for themselves any opportunity which falls within the scope of the corporation?s business. In Swedish law the doctrine has not yet seemed to attract any greater attention. This doctrine has been the focus of a multitude of cases in a both American and English law, however mainly in the America law. Therefore, the American legal framework can serve as guidance in trying to define the doctrine as it has developed, or perhaps more correctly not developed, in national law.The perhaps most crucial question to be answered in the area of corporate opportunities is how the law indentify an opportunity as a ?corporate? one. This is done by an overall assessment of the opportunity. First there needs to be established weather there exist some tie between the opportunity and the scope of the corporation?s business. Secondly, if a tie exists, it has to be taken into account weather the corporation e.g. had an interest or expectancy in the opportunity, the financial ability to undertake the opportunity and the capacity in which the opportunity was presented to the director or officer. If the company rejects the opportunity or if the director or officer receives authorization from the company, the opportunity is available to exploitation of the director or officer.A difference should be made between private and public companies, but not between full-time and part-time directors or officers.