Directors’ Duty of Care after Peoples : Would It Be Wise to Start Worrying about Liability
Bibliographic record
Abstract
Prior to the Supreme Court of Canada's decision in Peoples Department Stores Inc. (Trustee of) v. Wise 1 directors' statutory duty of care was considered to be a paper tiger by many commentators.2 The standard of care was relatively lax.The scope of derivative actions was narrow in order to discourage opportunistic litigation.Courts were highly deferential when called upon to review directors' decisions.This view was supported by the fact that there had been "only a tiny handful of cases" in which directors were sued solely for a failure to satisfy the duty of care.3 Recent corporate governance reforms prompt a revision of this conventional wisdom as directors increasingly fear liability.4 The Peoples decision renders the need for revision even more pressing.When examining the liability of Peoples' directors toward creditors, the court proposed a more robust role for the duty of care in corporate 223
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How this classification was reachedexpand
Full frame machine prediction
Teacher imitationNot calibrated prevalence, not ground truth. Human validation pending. The Gemma side is a direct model label for every work in the frame, read from the title-only record. The Codex side is a classifier learned from the 10,348 direct Codex labels and calibrated to design-weighted sample rates; fields without enough sample support carry no Codex call. Candidate is the union of the two sides; consensus is their intersection. These outputs are machine_predicted_unvalidated and are not human labels.
Distilled classifier scores by category (both heads)
| Category | Codex | Gemma |
|---|---|---|
| Metaresearch | 0.011 | 0.023 |
| Meta-epidemiology (narrow) | 0.000 | 0.000 |
| Meta-epidemiology (broad) | 0.001 | 0.001 |
| Bibliometrics | 0.001 | 0.001 |
| Science and technology studies | 0.010 | 0.026 |
| Scholarly communication | 0.008 | 0.009 |
| Open science | 0.002 | 0.003 |
| Research integrity | 0.022 | 0.019 |
| Insufficient payload (model declined to judge) | 0.004 | 0.001 |
Machine scores (provisional)
The two teacher heads of the student model, read on this work. A score orders the frame for review; it never asserts a category, and the validation status ships verbatim with every row.
Baseline scores from an immature model (maturity gate not passed, 7 training rounds). Scores rank; they never assert a category.
score_only:v0-immature-baseline · verbatim from the scoring run: score_only means the number may rank works, and no category label ships from itClassification
machine, unvalidatedMachine predicted; a candidate call from one source (direct Gemma or distilled Codex), not a consensus.
How this classification was reached, model by model and score by score, is at the end of the page under "How this classification was reached".