The Corporate Opportunity Doctrine and Impossibility Arguments

Abstract

This article considers whether the English corporate opportunity doctrine should recognise a US style impossibility defence. The article is significant for revealing fundamental structural differences between the US and English based common-law jurisdictions, suggesting that English law cannot easily adopt this defence. The article also considers UK and US expectations of the role of executive and non-executive directors and reveals how, in the UK context, these are inconsistent with any wholesale recognition of and application of an impossibility defence.