On 25 February 2026, the Supreme Court handed down a significant judgment in THG Plc (Respondent) v Zedra Trust Company (Jersey) Ltd (Appellant) [2026] UKSC 6, providing clarity on whether statutory limitation periods apply to unfair prejudice petitions brought under sections 994–996 of the Companies Act 2006. The Court’s ruling resolves years of uncertainty in the courts and carries significant practical implications for minority shareholder corporate disputes as well as corporate governance.
Background
Zedra, a minority shareholder of THG Plc, issued an unfair prejudice petition in 2019 alleging that THG’s affairs had been conducted in a manner unfairly prejudicial to its interests.
In 2022, Zedra sought to amend its petition to include an allegation that concerned Zedra’s exclusion from a bonus share issue made by THG Plc more than six years earlier, in 2016. THG opposed the amendment contending that any related claim was time‑barred, arguing that the six‑year limitation in section 9 of the Limitation Act 1980 applied. The High Court ruled that section 994 petitions have no limitation period, based on previous cases, textbooks, reports and expert opinions. The Court of Appeal disagreed, allowing THG’s appeal and holding that Zedra’s additional claim was time‑barred. Zedra appealed to the Supreme Court.
The Supreme Court’s Decision
In a majority judgment, the Supreme Court held that no statutory limitation period applies to petitions under section 994 of the Companies Act 2006. The Supreme Court reinstated the High Court’s decision allowing Zedra to amend its petition.
The Supreme Court’s reasoning rests on two key points:
- Section 994 is not a claim for a “sum recoverable by virtue of an enactment”
The Court held that unfair prejudice petitions are not properly characterised as claims to recover sums owed under statute. Instead, they are broad equitable remedies, with the court empowered to make any order it considers appropriate, including, but not limited to, compensation. The flexible and discretionary nature of the remedy meant that section 9 of the Limitation Act 1980 did not apply.
- Parliament deliberately omitted a limitation period
The Court noted that where Parliament intends to impose a limitation period on statutory remedies, it does so expressly. The absence of such limitation wording for section 994 - particularly given the Companies Act 2006’s comprehensive structure - indicated a clear legislative choice.
The result is that unfair prejudice petitions are not subject to any limitation period, although the court retains discretion to refuse relief where delay amounts to acquiescence or makes an order inappropriate.
Consequences of the Judgment
This decision has several important consequences:
- Increased exposure to legacy disputes
Companies - and in particular their directors - face potentially open‑ended liability for historical conduct, including share issues, governance irregularities, exclusion from management, or dilution events.
- Greater importance of corporate records and governance
Boards will need to maintain long‑term records, particularly of share allotments, dividend decisions, governance processes and communications with minority shareholders.
- Fewer procedural obstacles for minority shareholders
Minority shareholders now have greater freedom to challenge historical events without the need to overcome a strict limitation period.
Practical takeaways
For minority shareholders, there is no longer a risk of a claim being dismissed solely because the alleged unfairly prejudicial conduct occurred more than six years ago. Nonetheless, acting promptly remains important, as the court may still decline relief where there has been undue delay.
Boards and corporate secretaries must keep comprehensive and accurate records of decisions, shareholder communications, and actions related to unfair prejudice. Poor documentation can undermine the defence of past petitions. For companies involved in restructurings or share issues, the judgment highlights the need for robust minority protections and clear, well‑documented records for any differential treatment of shareholders.
Conclusion
The Supreme Court’s ruling in THG v Zedra provides definite clarity: unfair prejudice petitions under section 994 of the Companies Act 2006 are not subject to any statutory limitation period.
This materially changes the strategic landscape for shareholder corporate disputes. Both companies and minority shareholders should review their governance frameworks, historical actions, and dispute resolution readiness in light of this important decision.
If you would like more information please contact our Corporate Dispute team or your usual Brodies contact.
Contributors
Associate
Partner & Solicitor Advocate
