DNA Nudge Limited v Ventura Capital GP Limited

On 9 October 2023 the Court of Appeal handed down its judgment in DnaNudge Ltd v Ventura Capital GP Ltd [2023] EWCA Civ 1142.

Timothy Collingwood KC acted for the successful Respondent, Ventura, instructed by Mark Buckley and his team at Fladgate LLP.

The Court of Appeal dismissed the appeal of DnaNudge and upheld the decision at first instance that the purported conversion of preferred shares to ordinary shares constituted an abrogation of class rights which required class consent under the articles of association (on their proper construction). The case is likely to be of interest to litigators and corporate lawyers alike, providing as it does a useful insight into the court’s approach to the construction of articles of association, the variation of class rights and the concept of the conversion of shares.

The full judgment can be found here.

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Timothy Collingwood KC has a broad commercial and chancery practice, with a particular emphasis on litigation concerning commercial agreements, company, insolvency, and international trust matters.

Described in Legal 500 (2025) as “a truly gifted advocate who is totally committed to the case”. The directories recognise him as a leading practitioner in these fields. He has extensive experience of claims concerning breaches of duty, in particular in respect of directors or trustees and frequently involving allegations of fraud, and of shareholder disputes.

Prior to commencing practice in this jurisdiction, Tim was called to the bar in the Cayman Islands and practised as an attorney-at-law. He continues to undertake work in respect of a number of offshore jurisdictions. He is called to the Bar of the British Virgin Islands.