Saxon Woods Investments Ltd v Costa [2026] UKSC 21: Directors’ Duties, Good Faith, and the Limits of Boardroom Dissent – St Philips Barristers
‘The Supreme Court’s decision in Saxon Woods v Costa is now the leading authority on the scope of the good‑faith obligation under section 172 of the Companies Act 2006 (‘CA 2006’). The Court unanimously held that a director’s genuine belief that they are acting in the company’s best interests will not excuse conduct that is misleading, exclusionary, or inconsistent with the duty of loyalty owed to the board. The judgment recalibrates the boundary between legitimate business judgment and fiduciary loyalty, with significant implications for unfair prejudice petitions, shareholder agreements, and corporate governance.’
St Philips Barristers, 29th July 2026
Source: st-philips.com

