Ben & Jerry’s long-running battle over who controls the brand’s famously activist “social mission” escalated again this week—this time with the ice cream maker’s independent board warning a federal judge that more directors could be pushed out within days, and the Ben & Jerry’s Foundation moving to join an ongoing lawsuit after its new corporate parent signaled it could halt future funding. [1]
The dispute sits at the intersection of corporate governance, brand identity, and politics—and it is now unfolding under a new owner: The Magnum Ice Cream Company (TMICC), the standalone ice cream business spun out of Unilever earlier this month. [2]
What’s new on Dec. 19: Ben & Jerry’s board says more directors face removal
In a court filing disclosed this week, Ben & Jerry’s independent board said its new corporate parent is demanding that three additional directors complete training, accept new eligibility rules and term limits, and sign what the board described as an “allegiance pledge” by December 23—or risk being removed. [3]
According to Reuters, if those three directors were removed, the independent board—once eight members—could be reduced to just two directors, including Ben & Jerry’s CEO and a member previously appointed by Unilever. The independent board’s role is to oversee the brand’s social mission and product integrity, a structure created in connection with the company’s 2000 acquisition agreement. [4]
The “allegiance pledge” dispute: Magnum says it doesn’t exist
Magnum disputes the framing at the heart of the filing.
A Magnum spokesperson said there is “no such thing” as an allegiance pledge and described the requirement as compliance with the company’s code of business integrity—which Magnum says is the former Unilever code and has been in place since the 2000 acquisition. [5]
That distinction matters in court: the independent board argues that the latest steps amount to an improper end-run around the protections built into the merger agreement, while Magnum portrays the changes as standard governance and compliance measures. [6]
The lawsuit: Ben & Jerry’s asks to add Magnum and stop removals
The independent board is asking a U.S. judge to update its 2024 lawsuit against Unilever to add Magnum as a defendant, and to issue an order preventing further director removals while the case proceeds. The board has also requested an expedited ruling, citing the near-term deadlines now facing directors. [7]
Former board chair Anuradha Mittal called the companies’ actions “an end run” around the merger agreement, according to Reuters’ reporting on the filing. [8]
How this flashpoint formed: term limits and the removal of key directors
The latest filing builds on a fast-moving sequence of governance changes that began earlier this week.
On December 15, Reuters reported that Ben & Jerry’s ousted board chair Anuradha Mittal and introduced nine-year term limits for independent directors—moves that made three directors ineligible to continue, including Mittal. Reuters also identified two additional long-serving directors whose terms were expected to end on December 31: Daryn Dodson and Jennifer Henderson. [9]
Ben & Jerry’s framed the changes as part of a governance revamp tied to the company’s next chapter under Magnum. [10]
Ben & Jerry’s Foundation joins the legal fight after funding warning
Another front opened on December 19, when the Boston Globe reported that the Ben & Jerry’s Foundation asked a federal judge in New York to let it join the ongoing lawsuit—arguing it must intervene to protect its independence and future funding. [11]
The Foundation says Magnum publicly warned it would cut off funding unless trustees accept certain governance changes. Foundation leaders described the move as an attempt to oust trustees and take control of the charity’s direction. [12]
Key details reported by the Globe underscore what’s at stake:
- The Foundation has distributed more than $70 million in grants to social and environmental justice groups over decades. [13]
- Its leaders said they expected roughly $6 million in funding next year; without it, the charity could meet existing obligations but would eventually run out of cash. [14]
- The Foundation said it never received a promised copy of the audit report and said it has not been notified that any wrongdoing or financial malfeasance was uncovered. [15]
The Foundation is known for relatively small grants to grassroots organizations, and leaders fear corporate oversight could effectively reshape it into a less controversial, brand-adjacent giving vehicle. [16]
Magnum’s position on the Foundation: audit findings and governance demands
Ben & Jerry’s and Magnum offered a sharply different explanation in a Dec. 15 PRNewswire statement, saying a recent audit of the Foundation identified “material deficiencies” in financial controls, governance, compliance policies, and conflicts of interest—and that reforms such as a code of ethics, conflict-of-interest policy, financial controls, and trustee term limits are standard for charitable foundations. [17]
In that statement, the company said the Foundation was fully funded in 2025 and that Ben & Jerry’s and TMICC remained willing to continue funding if governance changes are adopted. The statement also signaled the company could explore “alternative plans” for charitable support if trustees decline the proposed reforms. [18]
Founders and former board leaders: “destroying the brand” vs “future-proofing governance”
The public face of the dispute has increasingly become Ben Cohen, the company’s co-founder, who has attacked the board shake-up as a threat to what makes Ben & Jerry’s valuable.
In an interview cited by Quartz (reporting on CNBC), Cohen said Magnum is “destroying” the brand and described the governance moves as “Orwellian,” arguing that what the company calls “future-proofing” is effectively dismantling the independent board. [19]
Cohen has also criticized attempts to remove Mittal and has backed a campaign to “Free Ben & Jerry’s,” which calls for the brand to be returned to independent, “socially aligned” ownership. [20]
Magnum, for its part, has rejected the idea that Ben & Jerry’s will be sold, and it has presented its actions as governance measures meant to protect the brand’s mission while ensuring accountability and compliance. [21]
Why this keeps returning to court: the merger agreement and political speech
At the core is the unique governance structure created when Unilever acquired Ben & Jerry’s in 2000—an arrangement designed to preserve an independent voice on social mission issues even under corporate ownership. [22]
The current legal fight traces back to the brand’s disputes with Unilever since 2021, including conflicts over the company’s public statements and activism related to Israel/Gaza and broader U.S. political issues. The independent board’s latest filing says that pressure has now carried over to Magnum after the spin-off. [23]
The bigger backdrop: Unilever’s spin-off and Magnum’s new life as a public company
The fight is also playing out during a sensitive moment for both parent companies:
- Reuters reported earlier this month that The Magnum Ice Cream Company began trading as a standalone business with a market capitalization around $9.1 billion, while Unilever retained a 19.9% stake. [24]
- Unilever has pitched the separation as a way to focus on higher-growth categories like beauty and wellbeing—while analysts noted the Ben & Jerry’s controversy had created “noise” around Unilever prior to the spin-off. [25]
Magnum is now operating in the full glare of public markets. A U.S. SEC filing dated December 19, 2025 describes TMICC as the world’s largest ice cream company, with major brands including Magnum, Ben & Jerry’s, Wall’s and Cornetto, distributing in 80 countries, supported by nearly 3 million freezers, and generating €7.9 billion in 2024 revenue. [26]
What to watch next: Dec. 23 deadline, end-of-year exits, and court decisions
The next milestones come quickly:
- December 23, 2025: Deadline cited in the board’s filing for additional directors to complete training and accept conditions—or face removal. [27]
- December 31, 2025: Term end date reported for two long-serving directors affected by the nine-year limit. [28]
- Early 2026: The court will decide whether to halt removals and whether to allow the Foundation to formally join the case, with both sides signaling urgency. [29]
For Ben & Jerry’s, the dispute isn’t only about board seats—it’s about whether the brand’s social mission remains meaningfully independent under a new corporate parent. For Magnum, it is an early, high-profile test of how a newly public consumer company handles governance, compliance, and reputational risk around a politically outspoken flagship brand. [30]
References
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