[2020] UKSC 33
UKSC 2018/0150
Lehtimӓki and others (Respondents) v Cooper (Appellant)
On appeal from the Court of Appeal Civil Division (England and Wales)
The Children’s Investment Fund Foundation ("CIFF") 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.
The issue is:
Does the court have jurisdiction to direct members of a charitable company on how to exercise their powers absent a breach of fiduciary duty?
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