אבני נגף בדין התאגידי: אחריות דירקטורים לפי חוק חדלות פירעון החדש

English Abstract: The newly enacted Insolvency Act, 2 introduced in Israel a new personal liability of CEOs and directors of an insolvent corporation - the liability for damages to the creditors due to the CEO and directors' failure to mitigate the scope of the corporation's insolvency. Its proponents hope that this duty will encourage directors to address the rights of creditors of an insolvent corporation early rather than delaying tackling the problem. During the hearings in the legislature it was argued that this provision is nothing but a specific expression of the directors' duty of care under the general corporate law and thus it does not alter Israel's corporate governance rules. This article suggests otherwise. It shows that the duty to mitigate insolvency and the duty of care are two different duties - carrying different codes, different rationales and different beneficiaries. The co-existence of the corporate duty of care and the new duty to mitigate the scope of insolvency create a confusing and incoherent environment for the corporate decision-makers. I argue that the new duty under the Insolvency Act is expected to deter the directors of financially distressed corporations from deciding meritoriously in manners that maximise the corporations' value. Rather, the new duty will overly encourage directors to bolt for the safe harbour it provides, that protects them if they file for the corporation's insolvency proceedings. The new provision will likely drive too many corporations too early into formal insolvency proceedings. Given the disadvantages of the new insolvency law duty I call for its abolishment and recommend to exclusively review the behaviour of directors of financially distressed corporations under the corporate law duties - the duty of care and the duty of loyalty. To combat the legislature's concern of tardy filings for insolvency proceedings I call to enact a more friendly Debtor-in-Possesion insolvency regime in lieu of the appointment of a trustee. This carrot is preferable over the stick of imposing a new basis of liability on the directors' shoulders.