董事行使不当行为，侵犯股东和他人利益，理应作为被告，但本案的裁决却要求将公司作为被告，将有不当行为的董事作为第三人，结果导致难以追究行使不当行为的董事的责任，该案的裁决在学界和司法实践中被引为“经典”，实为憾事，有必要矫枉过正，以视正听。 The directors exercising misconduct and infringing the interests of shareholders and others should be treated as defendants. However, the ruling in this case requires that the company be the defendant and that the director who has misconduct be the third party. As a result, it is difficult to hold the directors responsible for the misconduct. The ruling of the case was cited as “classic” in academia and judicial practice. It is a pity that it is necessary to overcorrect in order to listen positively.