Logical Layering and Criteria Reconstruction for the Determination of Usurpation of Corporate Opportunities

China's Company Law introduced the rule of corporate opportunity in 2005. The 2024 revision (new Art. 183) refined the rule, yet its language remains loose, giving rise to inconsistent adjudication, intricate tests, and an unbalanced burden of proof. Precisely identifying usurpation is vital to protecting corporate assets and market integrity. This paper discusses a "two-step" logical hierarchical framework based on the doctrine of corporate interest through case analysis and literature research. The framework aims to clarify the elements of the foundation and core layers for the determination of corporate opportunity and the key elements for the characterization of usurpation. The study shows that applying the "two-step" logic expands the scope of subject matter to include controlling shareholders and beneficial owners, and adds "express corporate refusal" as an exception. Although the "two-step" logic needs to be improved, it can reduce the different judgments in the same case, lay the foundation for the formation of guiding cases, and help judicial practice and corporate governance.