On 25 February 2026, the UK Supreme Court (UKSC) delivered the judgment in THG Plc v. Zedra Trust Company (Jersey) Ltd1, clarifying that unfair prejudice petitions are not subject to statutory limitation periods. Previously, the Court of Appeal ruled that a limitation period of 6 or 12 years applied, depending on the remedy sought by the Petitioner. In a majority judgment by Lords Hodge, Lloyd-Jones, Briggs and Richards (Judgment), the UKSC reversed the Court of Appeal decision, restoring over 40 years of what the UKSC majority considered to be “received wisdom”2. Lord Burrows, delivering a dissenting judgment, agreed with the Court of Appeal.
Facts
Zedra Trust Company (Jersey) Ltd (Zedra) was a minority shareholder in THG plc (Company), first acquiring shares in the Company in 2011. By early 2019, Zedra’s holding was reduced and Zedra presented an unfair prejudice petition under s.994 of the Companies Act 2006 (Companies Act) against the Company and its former and current directors.
Within the petition was an amendment introduced by Zedra only in 2022 – that on 11 July 2016, an unfair allotment of bonus shares by the Company took place, excluding Zedra. As a result, Zedra did not receive its purported pro rata entitlement and therefore suffered an approximated loss of £1.835-1.979 million, being the sum Zedra would have realized in the IPO of the Company in September 2020. Without quantifying an exact sum, Zedra sought equitable compensation for such losses, and the respondents raised a defence of limitation.
Limitation Period – 6 years, 12 years, or no limit at all?
In determining the applicable limitation period, the following provisions under the Limitation Act 1980 (Limitation Act) were considered by the UKSC:
- s.8(1), which applies a 12 year limitation period to any “action upon a specialty”;
- s.9(1), which applies a 6 year limitation period to any “action to recover any sum recoverable by virtue of any enactment”; and
- s.36(1), which stipulates that no limitation period applies for any “claim for … equitable relief”.
Substantially equivalent provisions are found in the laws of Hong Kong, in the Limitation Ordinance (Cap.347)3.
Action upon a specialty
The UKSC described the words “action upon a specialty” as “somewhat archaic”, and their meaning not self-evident. Without any statutory definition, the UKSC had to examine the position under common law and legislation dating back to the Limitation Act 1623. A recognised understanding of an “action upon a specialty” was found to have stemmed from Collin v Duke of Westminster4 (Collin), namely that it includes any claim which can only be brought under statutory provisions. However, the UKSC overturned Collin and supported a narrower view, concluding that “it is the essence of an action upon a specialty that it is an action to enforce an obligation created by a deed or statute”.
Turning its focus to unfair prejudice claims, the UKSC found that ss.994-996 of the Companies Act do not create substantive obligations. Rather, they provide for a range of relief, in relation to which the Court has great discretion to give, where a company’s state of affairs constitutes unfair prejudice to one or more of its members. The UKSC said that with no obligations created, an unfair prejudice claim cannot fall under an “action upon a specialty”, despite being statutory in nature and s.8(1) of the Limitation Act does not apply.
Dissenting, Lord Burrows opined that the majority Judgment viewed specialty too narrowly, and a statute provision ought to be by itself a form of specialty and whether s.8(1) Limitation Act applies is not affected by the discretionary nature of the statutory relief.
Action to recover a sum recoverable by virtue of any enactment
The Court of Appeal had held that the applicability of s.9(1) of the Limitation Act depends on the nature of the relief sought by the Petitioner. It was held that on the current facts, the claim was for unfair prejudice, in which the right to go to court was purely statutory, and the relief sought by Zedra was the payment of money. It followed, that s.9(1) of the Limitation Act and a 6 year limitation period applied. The UKSC disagreed.
The Judgment considered that although an unfair prejudice claim may result in an order for the payment of a specified sum, that sum is “not recoverable by virtue of” ss.994-996 of the Companies Act. Rather, it is recoverable from the court’s exercise of its discretion to give such relief. A petition may specify the exact order sought, but it is ultimately for the court to decide the appropriate relief. For instance, the court may provide for relief in the form of a transfer of property rather than a monetary payment. If the shorter 6 year limitation period under s.9(1) is to apply to unfair prejudice claims, there will be scenarios where a petition could proceed only if the relief considered fit is not a monetary order, a result which the UKSC considered to “border on the absurd”. The majority also noted the principle that a limitation period should relate to a cause of action and not a remedy. Accordingly, s.9(1) of the Limitation Act did not apply.
In his dissenting judgment, Lord Burrows did not share the majority Judgment’s objection to the prospect of different limitation periods applying to the different orders that may be made under a cause of action. He raised as an example, causes of action based on simple contracts being bound by a 6 year limitation period, but claims for specific performance having no limitation period and delay instead being dealt with by the doctrine of laches5. Accordingly, Lord Burrows argued that s.9(1) and a 6 year time-bar would apply to unfair prejudice petitions seeking a monetary payment.
No limitation period for unfair prejudice claims
The upshot of the Judgment is that the “received wisdom” is upheld – as neither s.8 nor s.9 of the Limitation Act apply, there is no limitation period for unfair prejudice petitions6. For clarity, the Judgment also dismissed Zedra’s submission that the relief sought is in substance equitable, to which s.36(1) of the Limitation Act would apply. Since the relief is only available by virtue of s.996 of the Companies Act, it is purely statutory.
Comment and implications for Hong Kong
First and foremost, case law in Hong Kong has explicitly adopted Collin in Re Faith Dee Limited7 (relating to a liquidator claim for unfair preference8) and Securities and Futures Commission (SFC)v C and Others9 (relating to an SFC claim for insider dealing10), holding that any cause of action based on a legislative instrument would fall under an “action upon a specialty”. Noting the Judgment’s status as persuasive authority in Hong Kong, there is still uncertainty as to whether the courts of Hong Kong would overturn its previous decisions and follow the Judgment.
The UKSC had to undertake extensive historical analysis of UK legislation on the meaning of “specialty” to reach its conclusion, and it is unknown whether the courts of Hong Kong would endorse such analysis. More importantly, it is observed that common law jurisdictions have divergent approaches in their treatment of limitation periods – for example, New Zealand and Canada have removed references to the phrase “specialty” entirely. The Judgment may therefore serve as a spotlight for such divergence, and raise calls for statutory reforms to limitation periods.
In any event, although the “received wisdom” that unfair prejudice petitions are not subject to limitation periods has been upheld in the Judgment, prospective petitioners must not overlook the court’s discretion to refuse relief on the grounds of delay or acquiescence. Shareholders must seek legal advice as soon as practicable after discovering unfairly prejudicial conduct against them to consider a potential unfair prejudice petition.
For the full judgment, please see here.
For further information, please contact:
Paul Kwan, Partner, Deacons
paul.kwan@deacons.com
1 [2026] UKSC 6
2 Ibid, paragraph 17
3 See s.4(3), s.4(1)(d), and 4(7) of the Limitation Ordinance (Cap.347)
4 [1985] QB 581
5 Claims for specific performance are expressly excluded from the limitation period applicable to simple contracts by virtue of s.36(1) Limitation Act in the UK, and s.4(7) Limitation Ordinance in Hong Kong
6 [2026] UKSC 6, paragraph 172
7 [2013] HKCFI 189
8 The relevant statutory provision is s.266B, Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32)
9 [2020] HKCFI 1806 for the Court of First Instance judgment; [2022] HKCA 326 for the Court of Appeal judgment
10 The relevant statutory provisions are s.291 and s.213, Securities and Futures Ordinance (Cap. 571)
