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Directors & Officers (D&O) must observe strict duties of behavior, whose breaking may lead to liability's imputations. The business judgment rule is a moderation of the liability regime, and states that judges do not review certain business decisions made by D&O. The requirements to apply this rule are: a) the decisions were within the sphere of competence of the D&O, were not a legally imposed and were not a willfully behavior; b) the determination involves not assume extraordinary risks; and c) D&O got adequate and sufficient information before taking the determination. Under Argentine law there is no rule that refers to the business judgment rule, there are no relevant legal precedents regarding the issue, and few authors addressed this problem. The application of the business judgment rule presupposes that D&O did not act willfully or with gross negligence. But in Argentina are discussed the liability of D&O for mild or slight fault. Same authors think D&O do not have liability in this cases but only when they act with malice or gross negligence, and in this case the business judgment rule is inapplicable. We argue that there is liability in all cases of fault, regardless of their degree. So becomes important business judgment rule, which allows D&O avoid liability's attributions when they had not acted with malice or gross negligence. [ABSTRACT FROM AUTHOR]

Bankruptcy and Insolvency Law in Argentina foresees a special lawsuit commonly called lawsuit for liability due to bankruptcy, which main purpose is to protect bankruptcy equity; which can be filed against the managers and the commonly called accomplice third parties. Origin of this action assumes that managers have already executed actions which may affect the company's assets or allowed the company's insolvency. These actions should have been executed within a year before the initial date payments ceased. Imputation of liability can only be effective when willful misconduct has been proven. The lawsuit executed as an ordinary trial should be solved before the bankruptcy judge and is not subject to prior payment. Filing should be made by the receiver who should be authorized by the creditors. If the receiver fails to file the lawsuit despite having been called by the bankruptcy judge, any creditor with interest in the case shall be entitled to do it. [ABSTRACT FROM AUTHOR]