The Supreme Court has delivered an important judgment concerning limitation periods for unfair prejudice petitions under section 994 of the Companies Act 2006.

In THG v Zedra Trust Company Ltd [2026] UKSC 6, the Supreme Court, by a majority of four to one, overturned the Court of Appeal’s decision in [2024] EWCA Civ 158 and confirmed that there is no statutory limitation period applicable to unfair prejudice petitions under section 994.

The judgment is significant not only for shareholders bringing unfair prejudice claims, but potentially for other statutory claims, including those arising in insolvency proceedings.

What was the dispute?

Zedra Trust Company, a minority shareholder in THG plc, brought an unfair prejudice petition in 2019. It subsequently sought to amend its petition to include allegations relating to a bonus issue of shares that had taken in 2016.

THG argued that the claim was out of time under the Limitation Act 1980. The Court of Appeal agreed, finding that limitation periods could apply depending on the type of relief being sought.

The Supreme Court has now rejected that approach. The majority concluded that section 994 petitions do not fall within either section 8 or section 9 of the Limitation Act 1980. As a result, neither the six-year nor 12-year statutory limitation period applies.

What does this mean?

The judgment restores the long-established understanding that there is no statutory limitation period for section 994 petitions. However, this does not mean that shareholders can delay indefinitely without consequence.

The absence of a statutory limitation period does not remove the potential impact of delay. Evidence can deteriorate, witnesses may become unavailable, and the court may take delay into account when deciding whether, and what form of, relief should be granted.

Other causes of action arising from the same circumstances may also remain subject to conventional limitation periods.

Wider implications for insolvency claims

One of the most significant aspects of the judgment is the Supreme Court’s wider analysis of limitation and statutory remedies. The Court considered provisions of the Insolvency Act 1986, including claims relating to transactions at an undervalue, preferences and transactions defrauding creditors under section 423.

The Supreme Court did not decide that limitation periods no longer apply to these insolvency claims. However, its reasoning may require practitioners to reconsider how the Limitation Act applies to statutory provisions that give courts broad discretionary powers.

This could prove particularly important where insolvency practitioners uncover historic transactions or conduct that may have caused losses to creditors.

Implications for litigation funding

The decision may also be relevant when assessing the viability of historic commercial and insolvency claims. For insolvency practitioners and litigation funders, a claim should not necessarily be dismissed simply because the underlying conduct occurred several years ago. The precise statutory remedy, the relief being sought and the applicable limitation provisions need to be considered carefully.

That said, older claims can present significant evidential and commercial challenges, even where no statutory limitation period applies.

Funding options for insolvency claims

The potential value of a historic claim is only one consideration. The cost and risk of pursuing litigation must also be assessed. Fortunately, there are a number of funding structures that may allow viable commercial and insolvency claims to proceed without placing the full financial burden on the claimant or insolvent estate.

Third party litigation funding can provide capital for legal fees, disbursements and other litigation costs in return for an agreed share or return from any successful recovery. This can be particularly useful where an insolvent business has limited funds but holds a potentially valuable claim.

After-the-event (ATE) legal insurance can provide protection against certain adverse costs liabilities and can sometimes be combined with other funding arrangements. For insolvency practitioners, ATE insurance can help manage the financial risks associated with pursuing litigation where the outcome is uncertain.

Assignment of litigation to third parties can also provide another option. This can provide an immediate return to the estate, together with a share of future recoveries, while transferring litigation risk. Assignment can be particularly suitable for lower-value disputes, while larger or more complex claims may benefit from the office holder retaining control through external funding.

How Annecto Legal can assist

Annecto Legal helps businesses, shareholders and insolvency practitioners identify appropriate funding and insurance solutions for commercial and insolvency disputes.

Our team provides independent written reports comparing available insolvency litigation funding options, enabling practitioners to demonstrate that appropriate consideration has been given to funding and risk management.

Whether you are investigating an insolvency claim, pursuing asset recovery proceedings or defending insolvency litigation, Annecto Legal can help you identify the most suitable funding solution and maximise the prospects of a successful outcome.