This article presents economic arguments for extending a limited form of fiduciary duty to creditors. It clarifies the two components of debtor-firm opportunism against creditors: director-opportunism and shareholder-opportunism. The analysis, carried out within the economic perspective of...

The general duties owed by directors to their companies are a critical element of company law overall, and corporate governance in particular. If these duties are breached the board, acting on behalf of the company, is empowered to decide whether to take action against the miscreant directors....