TABLE OF CONTENTS CHAPTER ONE; INTRODUCTION; 1.1 The Corporate Revolution; 1.2 A Brief Overview; 1.3 Separation of ownership and control; 1.4 Agency problem; 1.5 Delegation and the problem of control; 1.6 Relation between risk bearing and decision process; CHAPTER TWO; COMPANY AND ITS PARTICIPANTS; 2.1 Introduction; 2.2 Duration; 2.3 Return; 2.4 Risk; 2.5 Control; 2.6 Conflict of interest; 2.7 Bargaining; CHAPTER THREE; SHAREHOLDING v. STAKEHOLDING; 3.1 Introduction ; 3.2 The shareholding v. stakeholding debate ; 3.3 The shareholder primacy norm; 3.4 The shareholder perspective ; 3.5 Agency theory ; 3.6 Who are stakeholders? ; 3.7 Concept of stakeholding ; 3.8 Current position of the stakeholders ; 3.9 The instrumentality of stakeholding ; 3.10 Managerial trusteeship ; 3 .11 Models of protection for stakeholders interest ; CHAPTER FOUR; DIRECTOR AND THEIR ROLE; 4 .1 Introduction ; 4.2 Who is a director? ; 4.3 Legal position of directors ; 4.4 The director as agent ; 4.5 The director as trustee ; 4.6 The director as employee ; 4.7 Types of directors ; 4.8 Duties of director ; 4.9 Tortious Liability of Directors; CHAPTER FIVE; DITORS AND THEIR CLASSIFICATION; 5.1 Defining creditor; 5.2 Kinds of creditors ; 5.3 Duty of a company court as a custodian of interest of creditors in a company in liquidation; 5.4 Duty of directors to take account of creditor's interests ; 5.4.1 Nature of the duty ; 5.4.2 Shift in the nature of the duty ; 5.5 Rationale of the Duty ; 5.6 Reduction of efficiency of directors and increase in cost of monitoring ; 5.7Creditors interest to be proved on time ; 5.8 Creditors and their protection ; CHAPTER SIX; RESPONSIBILITIES AND OBLIGATIONS OF A DIRECTOR TOWARDS CREDITOR; 6.1 Introduction; 6.2Duties of a director to creditors; 6.3 Duties and liabilities of directors in respect of insolvent companies; 6.4 Definition of insolvency; 6.5 Personal liability of directors; 6.6 Transactions defrauding creditors; 6.7 Intervention of the creditor's in running of the company's business; 6.7 Regulatory regime under the Indian Companies Act, 1956 for winding up; CONCLUSION/REFLECTION; BIBLIOGRAPHY.