What is the primary issue involved when a director usurps corporate opportunities?

The primary issue when a director usurps corporate opportunities revolves around the potential for the director to receive an unfair benefit. This situation arises when a director takes advantage of a business opportunity that rightly belongs to the corporation, thus prioritizing their personal interests over the interests of the shareholders and the corporation itself.

In corporate governance, directors have a fiduciary duty to act in the best interests of the corporation. When a director diverts a corporate opportunity for personal gain, they breach this duty, which can lead to a conflict of interest. The core of the problem lies in the fact that the director may secure personal profit at the expense of the company's potential benefits, ultimately undermining the principle of loyalty that is expected within the corporate structure.

While it is also relevant to consider the corporation's benefits or competitive advantages, the fundamental concern focuses on the ethical implications of the director's actions and the fairness of securing a personal gain from an opportunity that should have been pursued by the corporation. This issue emphasizes the importance of fiduciary duties in corporate governance.