Section 172(1) of the UK Companies Act 2006 requires directors to act in the way they consider, in good faith, would be most likely to promote the company’s success. But what standard of behaviour does this require? The Supreme Court recently considered this in the case of Saxon Woods Investments Limited and others v Francesco Costa [2026] UKSC 21, confirming that although courts will defer to directors’ commercial judgment on how best to promote a company’s success, whether a director has breached that duty still turns partly on an objective standard. Genuine belief in a chosen course does not entitle a director to pursue it by any means necessary.

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