Piers’ comments were published in ICLG, 25 February 2026, and can be seen here.
Piers Larbey, Partner in our Corporate & Commercial team, explores a landmark Supreme Court decision that overturns decades of assumed legal orthodoxy in shareholder litigation.
The UK Supreme Court has issued a significant four to one majority ruling confirming that petitions under section 994 of the Companies Act 2006 are not subject to any statutory limitation period. This rejects the Court of Appeal’s application of the Limitation Act 1980. Piers explains that this removes a long held assumption and restores the High Court’s earlier decision allowing Zedra Trust Company Jersey to amend its petition to include a complaint from 2016.
The case involved Zedra, a minority shareholder in THG plc, which sought to add a claim concerning a July 2016 bonus share issue from which it had been excluded. The Supreme Court has now permitted this amendment. Piers highlights that the ruling confirms unfair prejudice petitions fall within the Court’s equitable discretion rather than fixed statutory limits.
Zedra argues it would have realised about two million pounds had it received the shares and sold them at THG’s 2020 IPO. The Court of Appeal had treated such monetary claims as subject to a six year limitation period, but the Supreme Court has now rejected that position. Piers explains that this brings clarity and confirms that no statutory time bar applies.
At its core, the decision asks whether minority shareholders should be prevented from challenging historic unfair conduct simply because an equivalent damages claim would be out of time. The Court’s answer is no. Delay may influence the Court’s discretion, but it does not create a statutory barrier. Piers highlights that this strengthens the flexibility of section 994 and reassures shareholders that historic conduct can still be examined where the Court finds it just.
Read the full article on the ICLG website [external link].