3.6.5 To whom do directors owe duties?

Directors are the nexus of the company. Their first duties are to the corporation, i.e. the corporate enterprise. In their capacity as directors of the corporation they have duties in their contractual relationships with employees, customers, society, creditors and shareholders. Their main fiduciary duties are to serve the long-term interest of shareholders, because shareholders have the least chance of having a good contract with the board.1 In the event of insolvency or looming (called "near") insolvency their main duty shifts to the creditors. And in the event of a takeover of the corporation, they generally have even stronger enhanced duties to the corporate enterprise. In special cases, when the company is clearly put up for sale and there will be a change of control, they have short-term duties to the shareholders.