
Publication
FTC continues enforcement focus on non-competes
The FTC has continued its focus on antitrust issues.
United States | Publication | October 2022
The corporate opportunity doctrine precludes fiduciaries from “divert[ing] and exploit[ing] for their own benefit any opportunity that should be deemed an asset of the corporation.” O’Mahony v. Whiston, No. 652621/2014, 2019 WL 4899030, at *6 (N.Y. Co. Oct. 4, 2019) (citing Alexander & Alexander of N.Y., Inc. v. Fritzen, 147 A.D.2d 241, 246 (1st Dep’t 1989)).
The doctrine is premised on the notion that a corporate officer or director may not personally profit at the expense of the corporation. See Troffa v. Troffa, No. 6095102016, 2022 WL 3140457, at *6 (Suffolk Co. Aug. 2, 2022). When a fiduciary usurps or diverts a corporate opportunity, “he may be held accountable for the fruits of his wrongdoing.” Sheiffer v. Petry Holding, No. 601792/2004, 2005 WL 6578258 (N.Y. Co. 2005).
New York courts generally use two non-exclusive tests to determine whether the opportunity at issue was a corporate opportunity: (1) the tangible expectancy test and (2) the line of business test. While these tests help assess what constitutes a “corporate opportunity,” some courts take a more general approach assessing all relevant factors.
Read the full New York Law Journal article, "Usurpation of corporate opportunities."
Publication
The FTC has continued its focus on antitrust issues.
Publication
The Centers for Medicare and Medicaid Services issued guidance on September 9, 2025, preliminarily implementing Section 71116 of the budget reconciliation bill, known as the ‘One Big Beautiful Bill Act’.
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