Corporate Governance
Intermediate
Corporate Opportunity
A business opportunity that a fiduciary may be required to present to the corporation rather than appropriate personally because of the corporation's interest, expectancy, resources, or line of business.
Why It Matters
The doctrine constrains hidden appropriation while preserving room for entrepreneurial activity, making disclosure, consent, valuation, and institutional competence central to duty-of-loyalty analysis.
Selected Literature
A short list of directly relevant archive entries.
1991
Advanced
The Economic Structure of Corporate Law
Frank H. Easterbrook and Daniel R. Fischel
Harvard University Press
2017
Advanced
Agency Problems and Legal Strategies
John Armour, Henry Hansmann, and Reinier Kraakman
The Anatomy of Corporate Law
2017
Intermediate
Related Cases
1939
Corporate Law
Guth v. Loft, Inc.
5 A.2d 503 (Del. 1939)
Duty of loyalty and a corporate officer's appropriation of an opportunity connected to the corporation's business and resources.
1983
Corporate Law
Weinberger v. UOP, Inc.
457 A.2d 701 (Del. 1983)
Entire fairness review, minority-shareholder protection, and valuation in a controlling-shareholder freeze-out merger.
1988
Corporate Law
Blasius Industries, Inc. v. Atlas Corp.
564 A.2d 651 (Del. Ch. 1988)
Board action taken for the primary purpose of interfering with shareholder voting power.
1997
Securities Regulation
United States v. O'Hagan
521 U.S. 642 (1997)
Misappropriation theory of insider trading and tender-offer fraud rules.