Unfair prejudice claims: shareholders no longer need to worry about the limitation period – but beware delays

We previously reported on a significant judgment in THG PLc v Zedra Trust Company (Jersey) Limited [2024] by the Court of Appeal which ruled that, contrary to what had been assumed for several decades, limitation periods applied to section 994 unfair prejudice shareholder claims. These offer a remedy to shareholders who have been affected by unfairly prejudicial conduct. This case was appealed to the UK Supreme Court. In its judgment, given on 25 February 2026, our most senior court has overturned the Court of Appeal and restored what was the traditionally understood position: no statutory limitation period applies to unfair prejudice claims.

As the circumstances which give rise to unfair prejudice claims often develop over several years, at first glance, this will be good news for some shareholders who thought that they had run out of time to obtain a remedy. However, those against whom this claim may be made may feel frustrated to hear that what they thought was a stale complaint can still be raised.

While this is again our law, shareholders wanting to bring a section 994 claim for an old complaint should be aware that the courts considering such a claim may take account of unjustified delay when exercising its discretion to grant or refuse the remedy asked for by the shareholder.

The first landmark decision: suppressing stale shareholder disputes

After the Court of Appeal handed down its judgment in THG PLc v Zedra Trust Company (Jersey) Limited [2024] EWCA Civ 158 in February 2024, we reported that, after years of contrary understanding, statutory limitation in fact applied to the remedy offered by an unfair prejudice petition, and that the exact period of limitation will depend on the type of relief being asked for Suppressing stale shareholder disputes – HCR Law. We urged shareholders who were involved in disputes to seek professional advice as soon as possible about applicable limitation periods.

How first landmark decision was applied

We subsequently represented the petitioner in what is believed to be the first reported case where the courts applied the principles from the Court of Appeal’s Zedra decision: Shareholder disputes: New time limits for unfair prejudice claims – HCR Law. Our client was allowed to proceed with his section 994 claim even though he commenced the claim more than seven years after the unfairly prejudicial conduct he experienced.

Although this case was subsequently settled between the parties, we again urged potential shareholder petitioners to be aware of statutory time limits which then applied to unfair prejudice petitions and to consider seeking early advice on available options and strategies.

The position now: unfair prejudice claims are not subject to limitation provisions

The UKSC’s new judgment in the Zedra case reverses the Court of Appeal decision and holds that statutory limitation does not apply to a claim under section 994 of the Companies Act 2006. This reverts the law to what was assumed for decades.

A shareholder who has experienced unfairly prejudicial conduct does not have a formal time limit within which they must bring any petition for a remedy.

There is a “But”…

If a shareholder makes a section 994 claim, the court can consider whether they waited too long without a good reason. If their delay harms the other side or anyone else, the court may refuse the remedy they are asking for. Obtaining early advice from solicitors who specialise in shareholder disputes on available options and strategies in the case of a shareholders’ dispute should always be considered.