A legal principle that prohibits an officer or director of a corporation from diverting a business opportunity presented to, or otherwise rightfully belonging to, the corporation to himself or any of his affiliates. This doctrine derives from an officer's or director's duty of loyalty to the corporation. Similarly, in a joint-venture context, one member of the venture owes a fiduciary duty to the other to not usurp corporate opportunities that rightfully belong to the joint venture (see, for example, J. Leo Johnson, Inc. v. Carmer, 156 A.2d 499 (Del. 1959)).

Courts analyze several factors to determine whether something is a corporate opportunity. In Delaware, these factors include:

(Guth v. Loft, Inc., 5 A.2d 503 (Del. 1939).)

Regarding the first element, under Delaware law, even if the harmed corporation cannot establish its financial capability to have exploited the opportunity, the element will be met if the usurping party had a parallel contractual obligation to present corporate opportunities to the corporation (Yiannatsis v. Stephanis ex rel. Sterianou, 653 A.2d 275, 279 (Del. 1995)).

In some states (such as Delaware), a corporation can renounce its interest in certain types of corporate opportunities by providing so in its certificate of incorporation (Section 122(17) of the Delaware General Corporation Law (DGCL § 122(17))). Joint-venture members can also waive their expectations to corporate opportunities in the joint venture agreement. For an example of such a waiver provision, see Standard Document, Stockholders Agreement (Two-Party): Section 5.03.

For more information about directors' fiduciary duties, see Practice Note, Fiduciary Duties of the Board of Directors.