Corporate Opportunities

Marco Claudio Corradi is Assistant Professor at ESSEC Business School in Paris and in Singapore.

1. Corporate Opportunity Legal Paradigms and Industrial Development: From Localised Business to Trade and Financial Globalisation
I. Introduction
II. A Concise Overview of the Debate on Corporate Law Convergence and Divergence
III. The Evolution of Corporate Opportunity Rules in Light of the Varieties of Capitalism Theory – A Comparison between British and Italian Law
IV. The UK Corporate Opportunity Rules and the Shift from an Industrial-Based to a Financial Services-Based Economy
V. Italian Directors’ Duty not to Compete with the Company and Corporate Opportunity Rules in a Diversified Economic and Industrial System
VI. Concluding Remarks on the Comparison between the UK and Italy
VII. Corporate Opportunity Rules and the Development of the Spanish Economy from Autarchy to Internationalisation
VIII. Conclusion

2. A Cost-Based Analysis of Corporate Opportunity Doctrines
I. Introduction
II. The Economic Effects of Corporate Opportunity Doctrines and their Connection to the Duty of Loyalty of Directors
III. Deterring Misappropriations and Containing Agency Costs
IV. Protecting the Long-Term Business Development of the Corporation and Reducing Hold-Up Costs
V. Non-Patentable Technological Innovation and a Corporate Opportunity Doctrine Dilemma: The Costs of Protecting v Diffusing Innovation
VI. Bargaining Over Corporate Opportunities, Setting Appropriate Remedies and Reducing Transaction Costs
VII. Conclusions

3. An Economic Analysis of the Remedies for the Misappropriation of Corporate Opportunities
I. An Introduction to Deterrence from a Philosophical and Economic Perspective
II. The Dismissal of a Company’s Director as a Consequence of a Misappropriation of a Corporate Opportunity
III. Gain-Based Remedies in Common Law: Account of Profits and Disgorgement of Profits Assisted by a Personal or Proprietary Constructive Trust
IV. Gain-Based Remedies in Civil Law Jurisdictions: The Spanish ‘Enriquicimiento Injusto’ and the German ‘Eintrittsrecht’
V. Damages Awards for the Misappropriation of Corporate Opportunities in Common Law and in Civil Law Jurisdictions
VI. Punitive (or ‘Exemplary’) Damages for the Misappropriation of a Corporate Opportunity
VII. Criminal Sanctions for the Misappropriations of Corporate Opportunities: Notes with a View to the Future Law
VIII. The Viability of Temporary Remedies: Injunctions and Astreintes
IX. Reputational Sanctions as a Consequence of the Misappropriation of a Corporate Opportunity
and the Difficulties of Quantification
X. Conclusions

4. Bargaining Over Corporate Opportunities as the Central Objective of Corporate Opportunity Doctrines
I. Introduction: Leaving Behind the Property versus Liability Rules Debate – A Destructured Approach to Bargaining
II. Models for the Analysis of Bargaining Over Corporate Opportunities
III. Assumptions Underlying the Analysis of Bargaining Over Corporate Opportunities
IV. The Protection of Entitlements to Exploit Corporate Opportunities and Disclosure
V. Negotiation and the Protection of Entitlements to Exploit Corporate Opportunities
VI. Residual Post-Negotiation Efficiency Profiles and the Protection of Entitlements to Exploit Business Opportunities
VII. Notes on the Taking of Corporate Opportunities in a Repeated Game Context
VIII. A Normative Benchmark for Continental European Corporate Laws
IX. The State of the Art in Anglo-American and in Continental European Corporate Laws
X. Conclusion

5. Corporate Founders and Corporate Opportunities in Highly Innovative Environments
I. Introduction
II. The ‘Lone Genius’ versus the Team, from Leonardo and Edison to the ‘Industrialisation of Invention’
III. Limited Convergence in Corporate Opportunity Rules, Divergence in Corporate Opportunity Remedies
IV. Founders under the Lens of IP Theory: Do Employee Innovation Incentives Apply?
V. Overview of an Evolving Research Field – Institutional Economics, Corporate Governance and Innovation
VI. At the Core of Technological Innovation: Creation, Circulation and Combination of Knowledge Building Blocks
VII. Technologic Innovation Traditional ‘Taxonomy’ versus Disruptive Innovation
VIII. Corporate Founders and their Incentives to Innovate within a Corporation: Founders’ and Corporations’
Perspectives
IX. Founder-Led Innovation and the Corporation in the Light of Modern High-Tech Innovation Strategies
X. You are Smart, You have Great Ideas! European or US Finance? Implications for the Private Ordering Debate
XI. Conclusions

6. Corporate Opportunities and Venture Capital
I. Introduction
II. The Cross-Border Dimension of Venture Capital: Old and New Policy Questions
III. The Multi-Layer Dimension of the Conflict of Interest in Venture Capital
IV. The Relationship between Venture Capitalists and Entrepreneurs: Business Opportunism, Unilateral,
Bilateral and Multilateral Risks of Misappropriations
V. Complicating the Taxonomy: Corporate Venture Capital and the Corporate Opportunity Paradigm
VI. Welcoming Cross-Border Venture Capital in Europe: Why do Corporate Opportunities Matter?
VII. Conclusion

7. Corporate Opportunity Doctrines: One Size Fits All or Multiple Efficient Solutions?
I. An Overview of the Debate on Private Ordering in Corporate Law
II. Does One Size Fit All? A Contract-Based Approach
III. The Absence of a Clear Definition of ‘Corporate Opportunity’: Weakness or Strength?
IV. The Limited Effectiveness of an Ex Ante Authorisation to Take Corporate Opportunities
V. The Benefits of a Waiver for Corporate Opportunities
VI. Rules on Resigning Directors and their Vital Importance for Venture Capital
VII. Remedies in Civil Law: How to Overcome the Intrinsic Weakness of a Remedial System Lacking Equity Remedies
VIII. Conclusions