Page 37 - Q&A 2019/2020

Directors owe a duty to the company, even after they leave their position as a
director, and may not disclose or divulge any secret or confidential information
of the company to third parties, that he or she gained in his or her position as
a director.
Employees must consider the provisions of their employment agreement and
take note of any confidentiality, non-compete or restraint of trade clauses that
may impede their ability to engage in commercial or employment activities
Commercial Similarly, when such a person exits the company as a shareholder, regard should
after they leave the employment of the company.
be had to the provisions of any shareholders agreement that was concluded
between the shareholders of the company to govern their relationship, since
such agreement may also contain confidentiality, non-compete and restraint
of trade clauses.

Therefore, while generally one is free to use their skills, experience and expertise
gained at a company in the open market, you may be prevented from (at
the very least) sharing any secret or confidential information of the company
gained during your involvement with the company with third parties, or using
such information or knowledge to compete with the business of the company.
This position can become even more complicated if there are restrictive
conditions in your employement contract or shareholders agreement.

To help you establish clearly what restrictions exist to you establishing a new
company, it would be advisable to consult with your attorney to review any
contractual and fiduciary restrictions that may exist before you proceed to
establish your new business.

31