Corporate opportunity
The corporate opportunity doctrine provides that directors and supervisory directors may not exploit business opportunities that the company itself could reasonably pursue, without first offering them to the company.
The corporate opportunity doctrine is a principle of corporate law that prevents directors from deriving personal benefits from opportunities belonging to the company. The rule arises from the fiduciary duties owed by directors and supervisory directors to the company and is intended to avoid conflicts of interest.
In the Netherlands, the doctrine is given effect through the duty of care and the prohibition on self-enrichment, as established in statute and case law. A breach may give rise to liability and an obligation to pay damages.
In practice, the rule is frequently applied in the context of acquisitions, investments or contracts where a director claims an opportunity for personal benefit rather than offering it to the company.
“The director was held liable because he had exploited the corporate opportunity for his own benefit without first offering it to the company.”
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