Rethinking Delaware's Corporate Opportunity Doctrine

Abstract:     
Although the prohibition on taking of organizational opportunities is well established, the standards applied to this problem in corporate law disputes are vague and imprecise. Corporate directors and officers lack clear guidance as to when a particular business venture may be taken for themselves or must first be offered to the corporation. In this article, I review the relevant Delaware case law, focusing on the ambiguities inherent therein. I then offer a proposed alternative regime, providing greater certainty and predictability.

Keywords: corporate opportunity doctrine, fiduciary duties, directors, officers

JEL Classifications: K22

Working Paper Series