The Force Awakens: Independent Board Sues to Defend Ben & Jerry's Social Mission

Vermont’s iconic ice cream maker faces governance crisis as corporate restructuring triggers legal battle over brand’s activist independence

The independent board that oversees Ben & Jerry’s social mission filed an emergency legal action on December 18 seeking to block the removal of three long-serving directors by the company’s new corporate parent, The Magnum Ice Cream Company.

The board claims Magnum’s actions violate a unique governance agreement established when Unilever purchased the Vermont-based company in 2000—an agreement designed to protect Ben & Jerry’s ability to advocate for social causes even under corporate ownership.

How Ben & Jerry’s Ended Up With a New Owner

For 25 years, Ben & Jerry’s operated as a subsidiary of Unilever, the British-Dutch consumer goods giant. But on December 6, Unilever completed a spin-off of its entire ice cream division—including brands like Magnum, Breyers, and Ben & Jerry’s—into a new standalone company called The Magnum Ice Cream Company.

The new company, headquartered in Amsterdam and valued at approximately $9.2 billion, began trading on December 8 on stock exchanges in Amsterdam, London, and New York. Unilever has said the separation allows the ice cream business to focus on its specific operational challenges, including the expensive refrigerated supply chain required to produce and distribute frozen products.

The Special Board Structure

When Ben Cohen and Jerry Greenfield sold their company to Unilever in 2000 for $326 million, they negotiated an unusual protection: an Independent Board of Directors with authority over the company’s social mission, brand integrity, and product quality.

Unlike typical corporate boards appointed by shareholders, this board was designed to be self-perpetuating—the directors choose their own successors. The structure aimed to prevent the parent company from diluting Ben & Jerry’s activist identity by stacking the board with corporate loyalists.

For two and a half decades, this arrangement created ongoing tension but functioned. The Independent Board pushed for progressive causes while Unilever maintained financial control.

What Magnum Did

Just seven days after Magnum began trading, the company announced “governance enhancements” for Ben & Jerry’s, including a nine-year term limit for independent directors.

While term limits are common in corporate governance, the immediate, retroactive application removed three directors:

• Anuradha Mittal, board chair since 2007 (18 years of service)

• Jennifer Henderson, who joined in 1996 (29 years of service)

• Daryn Dodson, who joined around 2012 (over 10 years of service)

According to Reuters, if these removals stand, the eight-member Independent Board would be reduced to roughly four members, with the CEO (a Magnum appointee) and potentially Magnum-aligned directors holding significant influence.

Magnum’s Justification

Magnum hasn’t framed the removals as ideological. Instead, the company points to an audit of the Ben & Jerry’s Foundation—a separate nonprofit entity funded by the company—which allegedly found “material deficiencies in financial controls” and “deficiencies in governance and compliance policies.”

Since some Independent Board members also serve as Foundation trustees, including Mittal, Magnum argues they no longer meet criteria to serve on the corporate board. The company has also suggested it cannot continue funding the Foundation unless these governance issues are addressed.

The Board’s Response

The Independent Board characterizes the audit findings as a pretext. In a statement accompanying the lawsuit, board members argue Magnum “was not authorized” to remove directors and that only the board itself has that power under the 2000 merger agreement.

Mittal has stated she does not plan to resign despite the pressure, calling the removals an attempt to dismantle the board’s independence.

The Broader Context

The governance battle didn’t emerge in a vacuum. Tensions escalated throughout 2024 and 2025 over Ben & Jerry’s activism, particularly regarding the Israel-Palestine conflict.

Co-founder Ben Cohen told The Guardian that Unilever blocked the company from creating an ice cream flavor advocating for peace in Gaza—a product that would have used watermelon imagery associated with Palestinian solidarity. Cohen characterized this as corporate censorship.

In September, co-founder Jerry Greenfield resigned after 47 years, writing that he could “no longer, in good conscience” remain an employee because his independence had been “silenced.” That same month, Cohen launched a public campaign calling on Magnum to divest Ben & Jerry’s entirely to “socially-aligned investors” who would respect its mission.

The Independent Board previously sued Unilever in 2024, alleging the company prevented the brand from speaking out on Gaza, Palestinian refugee rights, transgender issues, and criticism of U.S. political figures.

Why the Timing Matters

As a smaller, standalone company focused solely on ice cream, Magnum is more vulnerable to boycotts or investor backlash than the diversified Unilever was. The company’s IPO prospectus specifically warned potential investors that Ben & Jerry’s activism could result in “reputational damage, boycotts or investor claims.”

What Happens Next

The lawsuit, filed in U.S. District Court for the Southern District of New York, seeks an emergency injunction to prevent the director removals, which are set to take effect December 31.

If the court grants the injunction, the directors remain in place while the case proceeds to trial, where a judge would determine whether Magnum violated the 2000 merger agreement.

If the injunction is denied, the three directors would be removed by year’s end. The reduced board would then appoint replacements—potentially individuals more aligned with Magnum’s preferences—fundamentally altering the board’s character and independence.

The outcome will determine whether the unique governance structure that allowed Ben & Jerry’s to maintain its activist identity under corporate ownership can survive a change in parent companies, or whether the Vermont company’s era of outspoken advocacy on controversial issues is coming to an end.