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近年来,公司不召开股东(大)会或召开后由于表决僵局等原因没有通过改选董事的决议,迫使已辞职的董事继续承担董事忠实义务和勤勉义务的案件时有发生。笔者曾代理的一个案例:张某系某公司总经理和董事,也是小股东,与大股东因经营理念冲突,大股东主导下的董事会解除了其总经理的职务。张某随即向公司提出辞去董事职务的请求。从张某的动向来看,其辞职后极有可能另行从事与公司直接竞争的业务。鉴于张某
In recent years, cases in which the company did not pass the resolution of re-election of directors due to the impasse such as the shareholder (big) meeting or the convening of the company and forced the resigning directors to continue to assume the faithful obligations and diligent obligations of directors occurred from time to time. A case I have represented: Zhang was the general manager and director of a company, and also a minority shareholder. Due to the conflict of business philosophy with major shareholders, the board of directors under major shareholder lifted the post of general manager. Zhang immediately submitted to the company to resign his position as director of the request. Zhang’s move from the point of view, after the resignation is highly likely to engage in direct competition with the company’s business. In view of Zhang