DnaNudge Limited v Ventura Capital GP Limited

DnaNudge Limited v Ventura Capital GP Limited

The conversion of Series A Shares to Ordinary Shares under Article 9.2(a) constituted an abrogation of the special rights attached to those shares and required compliance with Article 10.1 (class consent). Article 9.2(a) must be read as subject to Article 10.1, either by corrective construction or implication of a term, to avoid incoherent and irrational results. The appeal was dismissed.

Parties
Appellant/defendant: DnaNudge Limited; Respondent/claimant: Ventura Capital GP Limited (acting for and on behalf of Ventura Capital LP Fund IV and Ventura Capital MG1 LP Fund)
Jurisdiction
England and Wales
Judgment Date
11 October 2024
Procedural Posture
Civil Appeal / Appeal From High Court Judgment
Outcome
appeal dismissed
Legal Topics
Variation of Class Rights, Interpretation of Articles of Association, Conversion of Shares, Shareholder Protections
Company Law Variation of Class Rights Interpretation of Articles of Association Conversion of Shares Shareholder Protections

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Parties

DnaNudge Limited

Appellant/defendant

Ventura Capital GP Limited (acting for and on behalf of Ventura Capital LP Fund IV and Ventura Capital MG1 LP Fund)

Respondent/claimant

Procedural Posture

Civil Appeal / Appeal From High Court Judgment

Legal Issues

  1. 1 Whether the conversion of Series A Shares to Ordinary Shares under Article 9.2(a) required compliance with Article 10.1 (class consent)
  2. 2 Whether the conversion amounted to a variation or abrogation of class rights
  3. 3 Whether corrective construction or implication of terms was appropriate to resolve inconsistency in the Articles

Ratio Decidendi

The conversion of Series A Shares to Ordinary Shares under Article 9.2(a) constituted an abrogation of the special rights attached to those shares and required compliance with Article 10.1 (class consent). Article 9.2(a) must be read as subject to Article 10.1, either by corrective construction or implication of a term, to avoid incoherent and irrational results. The appeal was dismissed.

Court Disposition

appeal dismissed

Orders

  • Appeal dismissed; High Court judgment affirmed.