Resetting The Rules On Unfair Prejudice Claims: THG v Zedra [2026]

Key Takeaway:

The Supreme Court's decision in THG v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6 removes a developing limitation defence in unfair prejudice claims. The position is now clear: there is no statutory longstop. For claimants, that widens the window to pursue historic misconduct. For companies and directors, it materially increases long-tail risk. The battleground shifts from limitation to delay specifically, whether a petitioner has waited too long to merit relief. In practice, this places greater emphasis on record-keeping, proactive business dispute resolutionand early strategic decision-making.

In its judgment of 25 February 2026, the Supreme Court confirmed that petitions brought under section 994 of the Companies Act 2006are not subject to any statutory limitation period under the Limitation Act 1980. The decision overturns the Court of Appeal's 2024 ruling and restores the orthodox understanding that unfair prejudice claims are not time-barred by fixed