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Good Faith, Governance, and Limits on a Director’s Individual Autonomy – Saxon Woods Investments Ltd v Francesco Costa [2026] UKSC 21 [case comment]

Lim Fang-Zhou, Noah

[2026] SAL Prac 26

Abstract:
This case comment analyses the recent decision of the UK Supreme Court in Saxon Woods Investments Ltd v Francesco Costa [2026] UKSC 21, where the court unanimously held that the inquiry as to whether a director has satisfied their duty of good faith extends to cover their conduct, and is not restricted merely to their subjective state of mind. In this case comment, the author critically examines the decision, and considers the possible implications of the decision on directors’ duties under Singapore law.