Reviewing THG Plc v Zedra Trust Company (Jersey) Ltd, Quinlivan explains how the court rejected attempts to impose statutory limitation periods on unfair prejudice petitions under s 994 of the Companies Act 2006. The judgment overturns the Court of Appeal and confirms that no fixed statutory time bar applies, because unfair prejudice claims concern ‘a continuing state of affairs’ rather than enforcement of historic obligations.
Quinlivan says the ruling is a major victory for minority shareholders, who may only uncover misconduct after years of concealment, while also warning directors and majority shareholders that historic decisions could face renewed scrutiny.
Delay still matters, she notes, but now as a question of ‘discretion, not statutory prohibition’.
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