Summary
- Unilever’s ice cream spin‑off has taken off, but its growth ambitions have been been overshadowed by an escalating governance dispute with one of its top brands.
- Ben & Jerry’s alleges Magnum has dismantled its independent board in breach of the 2000 merger agreement, removing directors and overriding bylaws.
- Magnum counters that directors became ‘ineligible’ and that its actions fall within its contractual rights.
- Ben & Jerry’s is seeking an injunction to halt Magnum’s restructuring.
Ben & Jerry’s and Unilever had been at odds long before the CPG major carved out its ice cream division into a standalone company – The Magnum Ice Cream Company in 2025.
The spin-off was designed to position Unilever’s ice cream business as a pure-play category leader, mirroring the success of Nestlé co-owned Froneri.
In recent months, Magnum has pooled investment into expanding capacities and leaning on AI to craft its next-gen ice creams. With several flagship brands in its portfolio, the spin-off is shaping up as a formidable player on the global arena.
But for all the positives, Magnum has also inherited a very public spat with one of its top brands.
Ben & Jerry’s legal dispute with Unilever: Key events and background
Ever since joining forces in 2000, Ben & Jerry’s and Unilever have had a complicated relationship.
To secure the acquisition of one of the leading US ice cream brands, Unilever agreed to allow Ben & Jerry’s independent board of directors to stay in control over the brand’s social mission.
Over the years, Ben & Jerry’s often outspoken social and political positions have drawn attention from beyond the F&B space – causing a growing rift between the ice cream company’s independent board and Unilever’s management.
This friction has led to a legal dispute, in which Unilever has been accused of silencing the ice cream brand over its views on Palestine and Donald Trump, and of threatening B&J’s board members and former CEO David Stever.
Tensions culminated with Stever’s departure in March last year, a move that Unilever framed as part of a wider restructure at the company.
B&J’s, however, has alleged that the chief executive was ousted over supporting the independent board.
Pressures have continued to mount in recent weeks as the two sides have clashed over governance issues.
“Coordinated campaign” to take over B&J’s board
In a new court filing, B&J’s alleges Magnum is planning to impose a new governance model in breach of the existing agreement.
According to the document, Magnum is accused of launching “a coordinated campaign to threaten and dismantle” B&J’s board, “bulldozing their obligations” under the merger agreement, including:
- investigating chair Anuradha Mittal in bad faith;
- blocking charitable funds, and
- overriding bylaws.
By January 1, 2026, Magnum had removed all of B&J’s independent directors – leaving only a Unilever-appointed director and CEO Jochanan Senf in place.
B&J’s argues this breaches the original agreement and further alleges that Magnum intends to appoint a new chair and task them with hiring new board members, in contravention of the agreement’s terms.
The maker of Cherry Garcia also claims that Magnum had changed B&J’s bylaws to make it possible for the parent firm to run board meetings in the absence of independent directors – placing all decision-making power in the parent company’s hands.
Can Magnum remove B&J’s directors?
According to the original merger agreement signed between B&J’s and Unilever back in 2000, Ben & Jerry’s directors can only remove each other.
The parent company, eg Unilever in the past and Magnum now, cannot remove, replace or install new B&J’s directors based on the existing terms – even during or after an acquisition.
Two exceptions are if B&J’s board members request in writing that the parent oust a director, or if a director becomes ‘ineligible’ to serve.
To be ‘ineligible’ to serve, a director would have to have to have:
- failed to tender shares during the original offer;
- publicly disparaged the parent company;
- taken actions that would breach the merger agreement; or
- tried to sabotage the original acquisition.
In short, B&J’s independent board controls its own composition, even after a change of ownership. The same applies to its remit to protect the brand’s social mission and values.
Meanwhile, the parent company (formerly Unilever and now Magnum) is in charge with financial and operational decisions.
What’s Magnum’s position?
In a Memorandum in Opposition filed by Magnum in January, Magnum says it has acted within its legal and contractual rights.
The firm claims it did not ‘remove’ B&J’s directors but that they had become ‘ineligible’ to serve: some due to exceeding their term, others – including Mittal – due to misconduct or breach of policy. This has made them unelectable according to Magnum, which the company frames as different from outright removal.
As for amending bylaws and blocking charitable funds, Magnum argues all this is within its governance scope.
Moreover, the company questions whether B&J’s case is legitimate, since former directors have no legal standing and only the CEO could sue on behalf of the company, according to the defendant.
What happens next?
B&J’s is now seeking an injunction to stop Magnum from:
- appointing a new board at the maker of Phish Food;
- leaving B&J’s to operate without independent directors in place;
- formalizing governance changes that breach the original merger agreement
- blocking charitable funds, and
- carrying out other alleged breaches.
If the court grants an injunction, Magnum would be barred from continuing the restructure, at least temporarily.
It is also likely that Magnum’s next move would involve a motion to dismiss B&J’s amended complaint.
