Bibliographic record
Abstract
This comment on the Quebec decisions in Peoples v. Wise addresses the question of whether corporate directors’ duties of care and loyalty should shift from shareholders to creditors when the firm becomes insolvent or approaches insolvency. In an ideal world of perfect enforcement, directors would optimally owe a duty to the collective interests of shareholders and creditors. But given the existence of non-legal sources of discipline on directors and officers, and the risks of judicial error, courts have adopted a highly deferential posture towards review of director decision-making, which implies relatively light judicial scrutiny of the matter which is at the heart of the tension between creditors and shareholders: the risks that directors cause the company to assume. Given this substantive deference, the question of whether duties shift from shareholders to creditors in insolvency recedes in importance. Having said that, there may be a procedural justification for shifting the duties: in insolvency, creditors become the parties with better incentives to enforce the duties. The comment concludes by raising a possibly more important question about whether the content, rather than the beneficiaries, of the directors’ duties should change in insolvency. Given that market influences on directors’ behaviour may change in insolvency, there may be an argument to change the substance of the duties in insolvency.
Fetched live from OpenAlex and de-inverted. Abstracts are not stored in this database: the inverted indexes are 8.6 GB of the frame’s 9.3 GB of text, and the host has 13 GB free.
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 | 0.016 | 0.022 |
| Meta-epidemiology (narrow) | 0.001 | 0.001 |
| Meta-epidemiology (broad) | 0.001 | 0.002 |
| Bibliometrics | 0.001 | 0.002 |
| Science and technology studies | 0.023 | 0.016 |
| Scholarly communication | 0.012 | 0.006 |
| Open science | 0.006 | 0.003 |
| Research integrity | 0.053 | 0.026 |
| Insufficient payload (model declined to judge) | 0.005 | 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".