The business corporation is an important engine for the creation of wealth and it plays a vital role in promoting economic development and social progress in both domestic and international economies. Hence companies must operate within a governance framework that keeps them focused on their objectives and accountable for their actions. There is the need to establish adequate and credible governance arrangements. The degree of observance to the basic principles of good corporate governance is an important factor for investment decisions.; Traditional corporate doctrine has taken the separation of ownership from control as the core problem of corporate governance. On this view, the principal function of corporate law is to devise strategies and mechanisms to ensure that corporate decision-making is based only on shareholders' interests. However, corporate managers are subject to influence from many other sources. Thus, the study of corporate governance must take account of all factors that affect managerial decision-making.; In this thesis, I examine the influence that debt financing brings to bear on corporate governance and examine whether debt-holders should be beneficiaries of corporate fiduciary duties. I conclude that any such duty should be narrowly cast.
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