Directors who were recently removed from Ben & Jerry’s independent board have lodged a formal challenge in a U.S. District Court in New York, contesting plans by The Magnum Ice Cream Company to appoint new independent directors and asserting the move represents corporate overreach.
Magnum was created in December when Unilever spun off its ice cream business. Unilever retains a 19.9% stake in Magnum.
Since 2024, the Vermont-based Ben & Jerry’s and its independent board have been engaged in litigation against Unilever and, more recently, Magnum in the U.S. District Court in New York. The parties are disputing actions that the Ben & Jerry’s board says amount to attempts to erode the company’s social mission and its board’s independence.
The dispute has intensified following the December removal of Ben & Jerry’s Board Chair Anuradha Mittal, who was ousted after Magnum concluded she was unfit to serve. In addition to the chair’s removal, five other directors have left the independent board amid Magnum’s introduction of nine-year term limits and its requirement that the board comply with Magnum’s code of business integrity.
The roots of the strained relationship between Ben & Jerry’s and its corporate parent trace back to 2021, when Ben & Jerry’s announced it would stop selling in the Israeli-occupied West Bank. That decision is cited as the start of deteriorating ties between the ice cream maker and its corporate owners, tensions that persisted as Magnum prepared to list.
Magnum provided no immediate comment on Friday. The company has previously said it remains committed to supporting the Ben & Jerry’s team and is looking forward to the formation of a "refreshed" board.
In a statement accompanying a January 29 court filing, the former directors pushed back on a reported Magnum assertion that it can appoint an independent board chair - a claim the ex-directors said is incorrect. "A chair appointed by the parent company is not independent - by definition," the statement said. The former directors added that only an independent board has the authority to appoint or remove independent directors and that this authority was specifically kept from the parent company to safeguard Ben & Jerry’s independence. "That authority was intentionally withheld from the parent company to ensure Ben & Jerry’s independence - and it remains so today," the statement said.
The court filing marks the latest procedural escalation in a dispute that centers on corporate governance and the boundaries of authority between a parent company, a newly formed owner, and an independent operating board. The parties continue to litigate those questions in federal court.
Case snapshot:
- Former independent directors have filed a challenge in U.S. District Court in New York.
- Magnum, formed from Unilever's December spin-off, holds plans to appoint new directors and enacted governance changes including nine-year term limits and a code compliance demand.
- Unilever retains a 19.9% stake in Magnum; litigation involving Ben & Jerry’s, the independent board, Unilever and Magnum has been active since 2024.