Corporate Opportunities and Unfair Competition Corporate Opportunity Doctrine o A corporate manager (director or executive) cannot usurp corporate

opportunities for his own benefit unless the corporation consents. Plaintiff has the burden of proving the existence of a corporate opportunity. Definition of Corporate Opportunity o Use of Diverted Corporate Assets A fiduciary cannot develop a business opportunity using assets secretly diverted from the corporation. o Existing Corporate Interest Expectancy Test If the corporation has an existing expectancy in a business opportunity, the manager must seek corporate consent before taking the opportunity. Managers secrecy supported a finding of corporate expectancy on the assumption the managers concealment suggests the corporation had an interest. o Corporations Existing Business Line of Business Test Courts compare the new business with the corporations existing opportunities. The Corporation need not have an existing interest or special need for the opportunity. If the project is functionally related to the corporations existing or anticipated business, the manager must obtain corporate consent before exploiting it. A functional relation exists if there is a competitive or synergistic overlap that suggests the corporation would have been interested in taking the opportunity itself. ALI Principles o Corporate executives are subject to a line of business test and expectancy restrictions, while outside directors (who have no employment relationship with the corporation) are subject only to expectancy restrictions.