THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6

Clarity Returns to Unfair Prejudice Petitions  

On 25 February 2026, the Supreme Court gave its much anticipated judgment in THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6, restoring clarity on whether statutory limitation periods apply to unfair prejudice petitions.  After its 2024 decision, the Court of Appeal had said the Limitation Act does apply, suggesting a 12-year limit for claims involving share buy-outs, and 6 years where the focus was on financial compensation.  

The Supreme Court has now overturned that approach, holding that unfair prejudice petitions under the Companies Act 2006 are not subject to the limitation provisions in sections 8 or 9 of the Limitation Act 1980. Even so, as was the case before the Court of Appeal’s decision, it is still not wise to wait indefinitely. While there may be no fixed deadline, delay can still damage your case. A judge may decide it would be unfair to grant the remedy you want if you waited too long or may take the view that you effectively accepted what was happening by not acting sooner.  

Four key points to remember  

1. Focus on the evidence   

These cases often turn on what documents are available for the court to consider and include board papers, share records, valuations, emails, or messages showing why decisions were made. The longer you leave it, the harder it can be to find those records and the case is reduced to “your word against theirs”.  

2. If you’ve waited, be ready to explain why  

If time has passed, set out a clear timeline. Make a note of when you first became concerned, what you did to check the facts, whether you tried to resolve things informally and what made court action necessary.  

3. Stay focused on the outcome you want 

Use the court’s discretion sensibly. Aim for the solution that fixes the real business problem which might include a share buy-out or a change in how the company is run. Only include money claims where they support that outcome.  

4. If you’re defending, describe the impact of the delay 

Focus on the practical impact of the delay. Be sure to highlight missing documents, people who have moved on, decisions the business has relied on and how the company has moved forward. These points can make a real difference to what the court will allow and what remedies it considers fair.  

The decision restores a workable approach, one that rewards prompt action but it does so through the court’s discretion, rather than an artificial cut-off. For those wishing to read the full judgment it can be accessed here.

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