10@12 Webinar: Section 172 of the Companies Act 2006: an objective approach?
19th September 2025 12PM
In this webinar, Edward Davies K.C. and Jack Rivett will discuss the recent decision of the Court of Appeal in Saxon Woods Investments Limited v. Costa [2025] EWCA Civ 708, in which they appeared for the successful appellant. The decision is of interest to directors and practitioners alike by reason of its exposition of the directors’ duty under section 172 of the Companies Act 2006 and in particular the Court’s view that section 172 requires a director to act honestly. In line with the decision of the Supreme Court in Ivey v. Genting Casinos (UK) Ltd. [2018] A.C. 391, the Court of Appeal held that the test as to whether a director has acted honestly or dishonestly requires an objective assessment of the conduct of the relevant person.
The webinar will cover the following points:
- The facts of Saxon Woods Investments Limited v. Costa.
- What was decided at first instance?
- What were the grounds of appeal?
- The duty under section 172 of the Companies Act 2006.
- The “subjective” nature of the section 172 duty: what does this mean?
- The meaning of “good faith”.
- What did the Supreme Court decide in Ivey v. Genting Casinos (UK) Ltd?
- Drawing the threads together: what did the Court of Appeal decide in Saxon Woods?
- Has the decision of the Court of Appeal changed the law relating to section 172?
- What are the implications of the Court of Appeal’s decision in Saxon Woods?
