IECL Seminar Series

Criteria for Determining Corporate Opportunity

Seminar by Dr Sevgican Aydin

The corporate opportunity doctrine prohibits directors from using business opportunities that belong to the company for themselves or third parties. Otherwise, the breach of the director's duty of loyalty comes into question. Because the most important obligation of directors is the duty of loyalty. As a requirement of the duty of loyalty, directors must act in the best interests of the company. Therefore, directors must use an opportunity for the company, if this opportunity belongs to the company.

The issue to be discussed here is how to determine which opportunities belong to the company and which ones belong to the director. Although it is easy to determine whether the opportunity is a corporate opportunity in some legal disputes, it is quite difficult to make this determination in most disputes. Making this determination is important in terms of determining the liability of the director towards the company.

Therefore, it is necessary to set forth some concrete criteria for determining whether an opportunity belongs to the company or not. My presentation will focus on the criteria for determining a corporate opportunity. In this context, relevant judicial decisions from comparative law will also be mentioned.

Consequentialism in judicial reasoning in French and British public law

Seminar by Maxime de la Bruyère

In the framework of a decision-making process, consequentialism consists of considering the current consequences of a situation, or the future consequences of a potential decision, in order to make a choice. Regarding this, legal scholars are divided into two main sides: on the one hand, to prohibit any possibility of existence for consequentialism, and on the other hand, to build all the legal reasoning entirely on consequentialism. Their common point is their prescriptive approach which consists of asserting what the role of consequentialism should be in legal reasoning. The thesis project, for its part, adopts a descriptive approach which consists of explaining how consequentialism is concretely used in the argumentative discourse of the judge. Indeed, from the argumentative practice of judges, the ambition is to rationally account for the conditions of possibility for using consequentialism in legal reasoning, and the different functions that this practice recognizes in it. The specific purpose of the comparison is to verify if this traditional opposition between Common Law and Civil Law is as strong as is usually acknowledged when it comes to comparing not the substance of the law, but the argumentative practice of the law, thereby providing further reflection on question of the specificity of legal reasoning. This seminar will then be an opportunity to expose the methodology of this comparative research, and the first reflections from the initial results, particularly from French public law.