United Kingdom: Corporate Governance

The UK Supreme Court has clarified that directors cannot hide behind subjective belief when breaching fiduciary duties. In Saxon Woods Investments Ltd v Costa, the Court ruled that a director's genuine conviction that their actions would benefit the company does not excuse disloyalty, dishonesty, or deliberate concealment from fellow board members. This landmark decision establishes that good faith under section 172 of the Companies Act 2006 governs both what directors do and how they do it, not merely what

Dominik's comments were published in Global Relay Intelligence & Practice, 13 August 2026, and can be seen here.

The Financial Conduct Authority has launched a comprehensive review of the Disclosure Guidance and Transparency Rules to assess their value for issuers and investors, while exploring reforms to enhance UK public market attractiveness. This update examines recent regulatory developments including AIM Rules consultations, accounts filing reforms, and new FRC guidance on internal controls and materiality. Additionally, the government has accepted recommendations to mandate digital share registers for publicly