Usurping Corporate Opportunities
Venture Express v. Zilly, 973 S.W.2d 602 (Tenn. Ct. App. 1998) is perhaps the best synopsis of Tennessee law on the doctrine of "usurpation of a corporate opportunity."
As noted by the Court of Appeals, a usurpation claim lies where an officer or director takes an opportunity which (1) the corporation is financially able to undertake, (2) is in the corporation's line of business, (3) is of a practical advantage to the corporation, (4) is one in which the corporation would have a reasonable expectation, and (5) puts the officer or director's self-interests in conflict with that of the corporation.
Of note, the doctrine precludes an officer from seizing any opportunity of which he becomes aware as a corporate officer, regardless of whether the transaction is consummated before or after his fiduciary relationship is terminated.