In Children’s Investment Fund Foundation (UK) v Attorney General [2020] UKSC 33, the Claimant charitable company had agreed to make a grant of US$360m to another English charity conditionally on the approval of the court. The payment of the grant required the approval of the members under section 217 Companies Act 2006. The Supreme Court held that the members owed fiduciary duties and that the court had an exceptional jurisdiction to order them how to vote, even if they had not and were not threatening to vote in breach of duty. The majority of the Supreme Court also held that by reason of the High Court having, on the directors’ surrender of discretion, held that it was in the best interests of the charity for the grant to be paid; the members, who were parties to that decision were bound by it and, absent a substantial change in circumstances were bound to vote in favour of it, even if, but for the judicial decision, they could reasonably have voted against it. Will Henderson acted for the charitable company.

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