The Supreme Court’s judgment in Saxon Woods Investments Limited and others v Francesco Costa [2026] UKSC 21 confirms that the statutory duty to promote the success of the company requires good faith in a director’s conduct as well as in their thoughts, aims and motives.
A director who fails to raise a dissenting view openly with the board and instead pursues that view by covert means is in breach of this duty, regardless of whether they genuinely believed they were acting in the company’s best interests.
The judgment has practical implications across a range of corporate situations. It is of particular relevance to directors in distressed companies and to insolvency officeholders investigating pre-appointment conduct.