Corporate Law Update: 28 February - 6 March

Supreme Court clarifies no limitation periods apply to unfair prejudice petitions

The Supreme Court has settled an area of uncertainty under UK law, clarifying that petitions for unfair prejudice under the Companies Act 2006 are not subject to statutory limitation periods.

Under the Limitation Act 1980, certain types of legal claim in the UK are barred after a stipulated period of time has passed. Normally, this is six years or 12 years, depending on the type of claim.

For some time, it had been assumed that no statutory limitation periods applied to unfair prejudice petitions. This meant that respondents to a petition have historically had to persuade the court to use its discretion not to award a remedy where a petitioner has delayed in bringing proceedings.

However, in THG plc v Zedra Trust Company (Jersey) Ltd [2024] EWCA Civ 158, the Court of Appeal held that statutory limitation periods do apply to unfair prejudice petitions, with a differing period depending on the type of remedy being sought. If the petitioner were seeking monetary relief, the court found the limitation period would be six years. Otherwise, it said, the period would be 12 years.

The Supreme Court has now reversed this decision, with a majority finding that no specific limitation period applies to unfair prejudice petitions after all.

The decision raises the possibility that a shareholder may be able to launch an unfair prejudice petition long after the behaviour being complained of took place. However, the court will be entitled to take any delay by a petition into account when deciding what relief and remedy, if any, to grant, and so aggrieved shareholders should not sit on their hands.

You can read more about the court's decision on limitation periods on unfair prejudice petitions in this separate piece by our colleagues.

Access the Supreme Court's decision on limitation periods on unfair prejudice decisions in THG plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6

Updated statutory PSC guidance published

The Government has published updated statutory guidance for companies and for LLPs on the meaning of "significant influence or control" under the PSC regime. The new guidance follows drafts published in January 2026.

The purpose of the guidance is to assist with identifying when a person has significant control over a company under certain criteria.

The changes to the guidance are principally stylistic or technical to reflect recent changes made by the Economic Crime and Corporate Transparency Act 2023, including the abolition of "local" PSC registers.

Access the updated statutory guidance for companies on the meaning of "significant influence or control" under the PSC regime

Access the updated statutory guidance for limited liability partnerships (LLPs) on the meaning of "significant influence or control" under the PSC regime.

Other items

• The Financial Conduct Authority (FCA) has announced, in its Handbook Notice 138, that it has made the UK Listing Rules (Notification of Purchases) Instrument 2026. The Instrument amends the UK Listing Rules, from 27 February 2026, to align the period for notifying the market of share buy-back transactions with the reporting deadline in article 5 of the UK Market Abuse Regulation. As a result, issuers now have until the end of the seventh daily market session after a buy-back to notify the market.

  Read FCA Handbook Notice 138 (opens PDF)

  Access the UK Listing Rules (Notification of Purchases) Instrument 2026 (opens PDF)

• The Financial Conduct Authority (FCA) has announced that it is launching a review of some aspects of the UK Listing Rules to consider how they apply to specific types of investment entity. The review is prompted by comments from stakeholders that eligibility criteria for investment companies (particularly regarding risk-spreading) may be unduly restrictive. The FCA also intends, at the same time, to conduct "targeted work" to assess how its rules ensure that company boards support strong shareholder rights and manage conflicts of interest. It is intending to set its proposals out in a consultation paper later in 2026.

  Read the FCA's announcement of its review of the UK Listing Rules for investment entities

• The European Commission is seeking views on possible barriers and issues for investors exiting private equity investments in the European Union, as well as the merits and possible design features of a platform for intermittent multilateral secondary trading of private company shares. The consultation follows the Commission's previous announcement that it is seeking views on ways to support exits by investors in private equity backed companies. (The UK has already taken steps to permit intermittent trading in private company shares through the new PISCES sandbox.) The deadline for responding to the Commission's consultation is 27 April 2026.

  Read the European Commission's targeted consultation on private equity exits (opens PDF) Macfarlanes is a pre-eminent law firm advising a global client base across Private Capital, Private Wealth, M&A and Disputes. Visit our website to learn more about our services and how we can assist. The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.