The Limitation Clock Stops Ticking

For the past two years, corporate solicitors have operated under a strict—and controversial—regime regarding unfair prejudice petitions. Following the Court of Appeal’s 2024 decision, practitioners were compelled to advise clients that section 994 petitions were subject to a twelve-year limitation period (as an action on a specialty), or six years where monetary relief was sought.

That advice is now obsolete.

In a landmark judgment handed down on 25 February 2026, the Supreme Court in THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 has decisively overturned the Court of Appeal, reinstating the long-held "received wisdom" that no statutory limitation period applies to unfair prejudice petitions.

This reversal is not merely academic; it fundamentally alters the risk landscape for minority shareholder disputes, potentially reviving claims that were considered time-barred just weeks ago.

The Judgment: THG Plc v Zedra [2026] UKSC 6

The appeal concerned a dispute between THG Plc and a minority shareholder, Zedra Trust Company (Jersey) Ltd. Zedra sought to amend a petition to include a claim regarding its exclusion from a bonus share issue in July 2016—an event occurring more than six years prior to the application.

The Court of Appeal had previously blocked this amendment, reasoning that a claim for monetary relief under section 996 of the Companies Act 2006 (CA 2006) was an action to recover a "sum recoverable by virtue of an enactment" under section 9 of the Limitation Act 1980 (LA 1980), thus subject to a six-year bar. They further held that the petition itself was an "action upon a specialty" under section 8 of the LA 1980.

The Supreme Court rejected this analysis, restoring the position that had been accepted by practitioners for over 40 years. Their reasoning hinged on two primary statutory interpretations regarding the Limitation Act 1980:

1. Section 8 (Specialty): The Court held that a section 994 petition is not an "action upon a specialty." Section 994 does not create an independent enforceable obligation or debt in the manner required for a specialty claim. Instead, it provides a statutory mechanism for a shareholder to petition the court for relief regarding the company's affairs. The statute merely facilitates a review of a "state of affairs" rather than enforcing a specific obligation created by the statute itself.
2. Section 9 (Sum Recoverable): Crucially, the Court determined that a petition seeking financial compensation is not an action to recover a sum recoverable "by virtue of an enactment." Under section 996, the court possesses wide discretion to grant "such order as it thinks fit." The relief is discretionary and fashioned by the court to suit the equity of the case; it is not a fixed statutory debt that a claimant is entitled to recover as of right.

Analysis: The Return of Equitable Discretion

The immediate consequence of THG v Zedra is the removal of the hard statutory guillotine for unfair prejudice claims. However, practitioners must be careful not to conflate "no statutory limitation" with "unlimited time."

The Supreme Court was explicit that while the Limitation Act 1980 does not apply, equitable doctrines—specifically laches and acquiescence—remain vigorous gatekeepers.

For respondents, the defence strategy must now shift from a binary calculation of dates to a qualitative argument about fairness. If a petitioner has "slept on their rights," and that delay has prejudiced the respondent or third parties, the court retains the power to refuse relief or adjust the remedy accordingly. This restores the nuanced approach where the court balances the delay against the severity of the prejudice, rather than applying a rigid cutoff.

For claimants, this is a significant victory. The judgment acknowledges the reality of minority shareholder oppression, where prejudicial conduct (such as exclusion from management or information) often obscures the true state of affairs for years, making strict limitation periods an instrument of injustice.

Professional Implications: The "Interregnum" Problem

The most complex fallout from this judgment concerns the "interregnum" period—the two years between the Court of Appeal's 2024 ruling and this Supreme Court reversal.

During this window, many solicitors likely advised clients to settle or abandon claims based on the belief that the six-year or twelve-year limitation periods were absolute. Those settlements may now be scrutinized, and clients who were turned away may return, emboldened by the Supreme Court's clarification. Firms need to be proactive in managing this risk.

Action Plan for Practitioners

Litigation and corporate departments should take the following steps immediately:

• Review "Time-Barred" Files: Identify any unfair prejudice matters from the last 24 months where advice was given to abandon or settle specifically due to the 2024 Court of Appeal limitation ruling. These cases may need to be revisited to determine if the claim is now viable.
• Update Precedent Advice: Ensure all draft advice notes and internal limitation checklists are updated to reflect that section 994 petitions are not subject to the Limitation Act 1980. Remove references to the six-year/twelve-year rule for these petitions.
• Shift Defence Strategy: When acting for respondents, pivot from statutory limitation defences to evidence-gathering for laches. Focus on documenting how the petitioner’s delay has caused specific prejudice to the company’s operations or the respondent’s position (e.g., loss of evidence, reliance on the status quo).
• Advise on Record Retention: Warn corporate clients that the six-year "rule of thumb" for document destruction is dangerous in the context of shareholder disputes. Evidence regarding decisions made a decade ago may now be discoverable and pivotal, as there is no statutory backstop to prevent an inquiry into historical events.

Navigating the New Landscape

The removal of statutory limitation periods reintroduces a degree of uncertainty into shareholder disputes, but it also restores the flexibility required to deal with complex corporate oppression. To help you navigate these changes, we are convening a specialist webinar, "Unfair Prejudice Petitions 2026: Navigating the New Limitation Landscape." This session will provide a deep dive into pleading laches defences and reassessing historical advice in light of THG v Zedra.