Directors’ Duties Developments

Judgment note · Company disputes and winding up

Shareholder directions, entrenched management and the route out of deadlock

Re Koza Ltd · [2026] EWHC 2528 (BP) · Judgment: 2026-10-06

Re Koza Ltd concerns the interaction between shareholder directions and an entrenched director’s powers in a prolonged control dispute.

The court granted summary judgment on the just and equitable winding-up petition. The alternative Part 8 claim concerning special resolutions remained in abeyance, neither determined nor dismissed. The judgment’s discussion of those resolutions must therefore be distinguished from final relief on that claim.

Practical relevance. Read the particular articles, reserved powers and proposed remedies together. The case does not establish an unrestricted shareholder power to override directors, or make every governance dispute grounds for winding up.

Primary source: Judgment. Relevant passages: [393]–[402].

Read the related winding-up note →

Judgment note · Directors’ duties and unfair prejudice

Good faith requires loyal conduct, not simply a sincere business belief

Saxon Woods Investments Ltd v Costa · [2026] UKSC 21 · Judgment: 14 July 2026

The Supreme Court dismissed Costa’s appeal. A sincere belief in a strategy did not excuse covertly undermining the board’s agreed approach.

Respect for directors’ business judgment remains. Good faith under section 172 also concerns their conduct. The reasoning rests on fiduciary loyalty; it does not require treating every breach as dishonest assistance.

Limits and remedy. The Court left open whether departing from the shareholders’ agreement alone breached duty. It upheld the immediate buy-out order; valuation remained for determination.

Practical relevance. Record disagreements openly, examine delegated authority and distinguish an honest strategic difference from concealment or disloyal implementation.

Primary source: official Supreme Court judgment, [39]–[66].

Earlier decision: Case Digest 15 — the Court of Appeal decision. The earlier analysis is retained as a historical publication.

Judgment analysis · Cross-border insolvency and asset recovery

Equitable compensation: a fiduciary’s burden when relying on later events

Mitchell v Al Jaber · [2025] UKSC 43 · Judgment: 24 November 2025

The judgment addresses fiduciary liability after liquidation and the evidential burden when relying on later events to reduce compensation. Read Case Digest 21 for the full analysis →