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On appeal from: [2018] EWCA Civ 1605

The Children’s Investment Fund Foundation is a charitable company with more than $4bn in assets helping children in developing countries. It was founded by Sir Christopher Hohn and Ms Jamie Cooper in 2002, but it became difficult to manage when their marriage broke down. These proceedings stem from the steps they took to resolve those difficulties. Specifically, they agreed that in exchange for a grant of $360 million to Big Win Philanthropy, a charity founded by Ms Cooper, she would resign as a member and trustee of CIFF.

CIFF’s members had to approve this grant. CIFF has only three members, two of whom, namely Sir Christopher and Ms Cooper had to recuse themselves from the vote. Thus, only Dr Marko Lehtimaki can vote on the proposal.

The Chancellor of the High Court held that the grant would be in CIFF’s best interests and ordered Dr Lehtimaki to vote for the resolution approving the grant. Dr Lehtimaki appealed against that order, and the Court of Appeal allowed the appeal holding that, in the absence of a breach of fiduciary duty, the court could not direct Dr Lehtimaki on how he should exercise his powers. Ms Cooper appealed to the Supreme Court and sought an order requiring Dr Lehtimaki to vote in favour of the resolution.

The Supreme Court allowed the appeal and made an order requiring Dr Lehtimaki to vote in favour of the resolution on the basis that Dr Lehtimaki is a fiduciary when acting as a member of CIFF, the Court can direct Dr Lehtimaki to vote in favour of the resolution and s 217 of the Companies Act 2006 does not prevent the court from directing a member to vote.

For judgment, please download: Judgment

For Court’s press summary, please download: Press Summary

For a non-PDF version of the judgment, please visit: BAILLI

To watch the hearing please visit: Supreme Court website: 14 June 2020 morning and afternoon session and 15 January 2020 morning and afternoon session.

To watch the judgment summary, please visit: Supreme Court website: 29 July 2020 judgment summary