A Friday briefing from Reuters, reported by Jonathan Stempel, notes that a federal judge on that day threw out substantial portions of Ben & Jerry’s lawsuit against its former parent, Unilever. The suit contended that Unilever sought to silence the ice cream maker’s social activism, reform the board, and obstruct funding to the brand’s namesake charitable foundation. Ben & Jerry’s had argued that the 2000 merger agreement allowed censorship of its public statements—ranging from demonstrations against the war in Gaza—to oust a chief executive who supported the company’s social mission, and to curb planned criticism of U.S. President Donald Trump as he began a new term. Unilever denied censoring Ben & Jerry’s, stating that the exiting CEO had voluntarily left the company. Judge Castel concluded that the merger agreement’s plain language did not grant Ben & Jerry’s Class I directors or the Ben & Jerry’s Foundation the right to sue on the company’s behalf, including matters related to director appointments and removals.
There is also a separate claim that Unilever violated a 2022 settlement concerning the sale of Ben & Jerry’s trademark rights in Israel by failing to pay $2.5 million to Ben & Jerry’s and $2 million to support Palestinian almond farmers. The parties indicated that claims arising from the missed payments could proceed for now.
Here is the opening portion of Friday’s lengthy ruling by Judge Kevin Castel of the Southern District of New York, in the case Ben & Jerry’s Homemade, Inc. v. Unilever PLC.
Ben & Jerry’s Homemade, Inc. (“Ben & Jerry’s”) was established in 1978. Beyond its ice cream, it is widely recognized for taking public stances on a range of social issues, often at the forefront of debates on human rights and social justice. The company has voiced positions on topics from Cold War-era spending (it introduced “Peace Pop” in 1988) to LGBTQ+ rights (it has provided benefits to employees’ same‑sex partners since 1991). This action stems from the ongoing effort by Ben & Jerry’s Independent Board (the “Board”) to tie the brand to its social mission, despite resistance from its corporate parent, with the core questions on this motion to dismiss centering on contract interpretation rather than policy issues.
And here is the court’s summary of the allegations raised in the Complaint:
Following more than two decades of operation and commercial success, a number of potential buyers emerged, with one bidder distinguishing itself by promising a governance framework aimed at preserving Ben & Jerry’s authenticity and autonomy. That buyer, Unilever, prevailed, and the arrangement was codified in the 2000 Merger Agreement. The agreement vested Ben & Jerry’s with an Independent Board that held primary responsibility for the aims of the firm’s historical social mission and for maintaining the core elements of the Ben & Jerry’s brand identity.
Under section 6.14(a) of the Merger Agreement, seven of the eleven Board seats were to be filled by independent directors. The Ben & Jerry’s shareholder was obligated to appoint new independent directors nominated by a majority of the then-serving independent directors. As for removal, Conopco was to remove any director of a given Class only upon the written request of a majority of that Class’s directors, but otherwise was not empowered to remove any Company Board member. Directors served one-year terms and advised on the appointment and removal of the company’s CEO, among other duties. Every member of the Company Board and all Ben & Jerry’s employees were required to comply with the Unilever Code of Business Conduct.
Over time, friction between the Board and Unilever escalated over business decisions. For instance, in 2008 the Unilever‑appointed CEO proposed shuttering Ben & Jerry’s Waterbury, Vermont factory, but the Board opposed the closure on the grounds that it would devastate the local economy. Unilever ultimately honored the Board’s stance and the Waterbury plant remains one of the company’s most efficient facilities today.
By 2022, the Board and Unilever could no longer resolve their disagreements outside the courtroom. The Board sued when Unilever licensed Ben & Jerry’s trademark rights in the Occupied Palestinian Territories without the Independent Board’s approval. The dispute culminated in a Settlement Agreement that required Unilever and Conopco to continue sourcing at least 50% of the non-dairy base mix in North America from Canaan Fair Trade for the next decade, subject to supply, safety, and quality considerations. Canaan Fair Trade, a Palestinian supplier, had been providing Ben & Jerry’s with ice cream ingredients for nearly ten years.
The Settlement Agreement also mandated two payments of $2,500,000 and $2,000,000, due no later than July 30, 2023, and July 30, 2024, respectively. The Board’s Chair was to consult in good faith with Unilever regarding the ultimate recipient of those funds, and Unilever agreed that its consent would not be unreasonably withheld.
In June 2024, following the Board’s designation of Jewish Voice for Peace and the San Francisco Bay Area Chapter of the Council on American-Islamic Relations as potential grant recipients, Unilever objected, arguing the donations should be neutral in the Palestinian-Israeli conflict. The Complaint asserts that Unilever’s stated neutrality rationale was pretextual, given its prior donation to an Israeli organization that supports the Israeli Defense Forces. After months of negotiations led by Unilever, the Settlement Agreement was amended in 2024 to require Ben & Jerry’s and Unilever to make annual payments totaling $2 million to Canaan Fair Trade for at least ten years, directly or through a third party, for the benefit of Palestinian almond farmers. Auditors selected by the Independent Board would verify these payments, and quarterly confirmations would be sent to the Independent Board’s Chair. The amended terms also required adherence to the review framework that had been agreed.
Earlier, Unilever had allegedly blocked Ben & Jerry’s from publicly supporting a Gaza ceasefire, infringing on the free-speech rights of protesters, and censoring Black History Month activities. For example, in December 2023, the company was told that Ben & Jerry’s would issue a statement calling for peace and an immediate ceasefire in Gaza; Unilever reportedly responded by threatening to dismantle the Independent Board and sue its members individually.
Subsequently, the conflict between Unilever and the Board drew in Ben & Jerry’s CEO, David Stever. In early 2025, Stever received a performance review criticizing him for repeatedly yielding to the Board. In March 2025, Unilever informed the Board of its plan to remove Stever as CEO. Although the Merger Agreement contemplated good-faith consultation with the Board on CEO removal, Unilever reportedly imposed a four-day deadline for the Independent Board to convene, form a committee, assess the merits of removal, and draft a written “consultation.” The Board’s request to access Unilever’s minutes, notes, and materials related to the removal decision was also refused. During Stever’s tenure, Ben & Jerry’s reportedly outperformed Unilever’s overall ice cream portfolio.
The Ben & Jerry’s Foundation, a private charity established with initial support from Ben Cohen, one of the brand’s co-founders, also attracted Unilever’s attention, and later Magnum’s. In 2025, Unilever requested an external audit of the Foundation for the first time, framed as routine.
Media coverage, however, suggested Unilever’s broader objective was to target grants to the Oakland Institute (where Mittal serves as executive director), a nonprofit that advocates for global aid and is critical of the World Bank and Israel. Rather than reviewing the Foundation’s financials and grants nationwide, the auditors reportedly focused on discretionary grants and purported ideological issues. Although Unilever pledged to share the audit findings, the complaint noted that the information had not yet been disclosed when filed. Leaks indicated the audit did not uncover wrongdoing, ethical violations, or misconduct.
Section 6.14(h) of the Merger Agreement states that Ben & Jerry’s will continue its practice of charitable giving, with the Board responsible for allocating funds among recipients. The Board may distribute funds to the Foundation, provided the Foundation maintains its charitable focus. From 2000 through 2024, the Board directed approximately $68 million to the Foundation. By 2025, the Foundation had not received the allocation that had been approved for that year.
In September 2025, Mittal, who also served as Chair of the Independent Board and as a trustee of the Foundation, learned that Unilever had initiated an integrity investigation against her. In a subsequent meeting with Unilever’s General Counsel, she was presented with an offer: resign and have the Board drop the current suit in exchange for a prominent position in a multimillion-dollar Unilever-funded nonprofit. If she refused, Unilever warned of public allegations in its forthcoming prospectus. Mittal declined the offer.
The allegations against Mittal included claims of improper benefits she had received from the Foundation, alleged breaches of Unilever’s Code of Conduct for challenging Unilever’s move to remove Stever in this case and for disclosing parts of his performance review, and a claimed refusal to participate in the Foundation audit. In response, independent directors posed questions that highlighted the weaknesses in Unilever’s accusations.
On December 6, 2025, Magnum completed its separation from Unilever and became a publicly traded company, bringing Ben & Jerry’s along. In its SEC registration materials ahead of the demerger, Magnum asserted that Mittal was unfit to continue in her role.
Magnum began pressuring the Foundation, asserting authority under the Merger Agreement to oversee its governance, policies, and practices. It soon informed the Foundation that it would conclude the Foundation no longer sought funding unless certain changes were made by December 16, 2025.
Magnum then moved to remove the independent directors. It amended Ben & Jerry’s bylaws and articles of incorporation to impose a nine-term limit on one-year director terms and to require compliance with Magnum’s code of conduct. On December 15, 2025, Magnum purported to remove Chair Mittal “effective immediately” and to remove Directors Jennifer Henderson and Daryn Dodson “effective December 31, 2025,” should they fail to resign by that date. With regard to the remaining independent directors, Magnum arranged a path to their removal by imposing new eligibility requirements in the wake of the amendments.
Magnum also reversed its stance on nominating Chris Miller, a long-time Ben & Jerry’s veteran and former Global Social Mission Director, to the Board. While the independent directors informed Magnum on December 11, 2025, that Miller had been nominated, Magnum initially praised the nomination as “excellent news.” A few days later, Magnum said Miller had not been properly appointed and that the independent directors were required to inform Magnum of the steps taken to ensure his eligibility under the amended bylaws.
Go to the full opinion for more.
