Piers Larbey explores the court’s approach to delay and discretion in unfair prejudice claims in TRRI
Piers’ comments were published in TRRI, 13 March 2026, and can be seen here.
Piers Larbey, Partner in our Corporate & Commercial team, explores the UK Supreme Court’s landmark clarification on whether unfair prejudice petitions are subject to statutory limitation periods.
The UK Supreme Court recently handed down a significant judgment in THG Plc v Zedra Trust Company (Jersey) Ltd, confirming that unfair prejudice petitions under sections 994–996 of the Companies Act 2006 are not governed by any statutory limitation period. In overturning the Court of Appeal’s approach and restoring the High Court’s view, the Court made clear that such petitions do not enforce pre‑existing legal obligations and therefore fall outside the scope of the Limitation Act 1980. Instead, questions of delay fall within the court’s equitable discretion, ensuring the focus remains on fairness, evidential impact, and justice between the parties.
Piers explains that the decision has significant consequences for both petitioners and respondents. For minority shareholders such as Zedra who alleged exclusion from a 2016 bonus share issue the ruling confirms that historic unfair conduct may still be examined where appropriate. However, the absence of a statutory “stop clock” does not give petitioners free rein to revive stale claims: delay, knowledge, conduct, and evidential prejudice will continue to influence the court’s decision to grant relief. Respondents, meanwhile, lose a clear limitation defence and must instead rely on discretionary arguments such as acquiescence.
Piers notes that the judgment will reshape the strategic landscape for unfair prejudice claims. Although no statutory limitation period applies, petitions may in practice become more time‑sensitive as courts scrutinise delay more closely. Petitioners must now be precise in both framing allegations and selecting remedies, while courts will increasingly distinguish between ongoing unfair conduct and historic one‑off events. Ultimately, the decision reinforces the importance of early, strategic advice for shareholders and boards navigating complex disputes where discretion, timing, and fairness will all play a decisive role
Read the full article on the TRRI website, [subscription required].