Mar 2026
Overview
On 25 February, the UK Supreme Court delivered an important judgment in THG Plc v Zedra Trust Company (Jersey) Ltd [2026] UKSC 6, on the application of the English statutory limitation periods (under the Limitation Act) to unfair prejudice petitions under s.994 of the Companies Act 2006.
In overturning the Court of Appeal, the Supreme Court confirmed that, in England and Wales, there is no statutory limitation period applicable to unfair prejudice petitions. The judgment therefore restored the previously understood position that delay is simply a matter for the court to consider in exercising its discretion to grant or refuse relief.
Although the BVI Courts have historically applied the same conventional view (now confirmed by the Supreme Court) to unfair prejudice claims under the BVI Business Companies Act, 2004 (as amended), the BVI Limitation Act, 1961 contains materially identical provisions to those considered by the English Courts in Zedra (namely ss.4(1)(d) and (3)). Therefore, the Supreme Court’s decision is important and likely to be viewed as the final word on the subject in this jurisdiction as well.
The Basic Facts
Zedra, a minority shareholder in THG Plc, filed a petition under Section 994 of the Companies Act, claiming that the directors had breached its co-sale and information rights. Zedra argued that the directors had excluded it from a share allotment in 2016 and contended that it would have sold those shares at THG’s initial public offering. The defendants objected to Zedra amending its petition to include these claims, on the grounds that the applicable limitation period (under the LA 1980) had expired.
The Main Issue
The High Court held that no statutory limitation period applied and that the amendment was not time-barred. The Court of Appeal disagreed, and held that ss.8 (actions on a specialty) and 9 (actions for sums recoverable by statute) of the LA 1980 were capable of applying to unfair prejudice petitions, and that s.9 applied as the only relief that Zedra was seeking was monetary compensation.
Zedra appealed to the Supreme Court, which has now determined, after undertaking a lengthy historical and legal analysis stretching back to the 13th century, that:
(1) unfair prejudice petitions are not ‘actions in specialty’, such that s.8 of the LA 1980 does not apply to them (Lord Burrows dissented on this issue); and
(2) s.9 of the LA 1980 also does not apply to unfair prejudice petitions, as it does not apply to statutory provisions that confer a wide discretion as to remedy (as s.994 does).
Impact
The Supreme Court’s decision restores (in England at least) the previously understood position as to the application of statutory limitation periods to unfair prejudice petitions. Therefore, whilst questions of delay and acquiescence are likely to inform how the court exercises its discretion to grant the relief sought (or any relief), and such issues will need to be dealt with in the application itself, there is no definitive deadline by which an unfair prejudice petition must be brought.
Given that the BVI Limitation Act, 1961 contains materially identical provisions to those considered in Zedra, the courts in this jurisdiction are now very likely to follow the Supreme Court’s decision if the same issue arises again for determination.