LONDON, Feb 1 - Former members of Ben & Jerry’s independent board have asked a U.S. court to block moves by The Magnum Ice Cream Company to install new directors, saying the company's plans amount to corporate overreach that could compromise the ice cream maker’s autonomy.
The dispute has unfolded since Magnum was created when the consumer goods company spun off its ice cream unit in December. Unilever retains a 19.9% stake in Magnum. The ex-directors filed papers in the U.S. District Court in New York as part of broader litigation that has pitted Vermont-based Ben & Jerry’s and its independent board against Unilever - and now Magnum - over actions they say threaten the brand’s social mission and the independence of its governance.
In December, Ben & Jerry’s board chair Anuradha Mittal was removed after Magnum concluded she was unfit to serve. Since then, five additional independent directors have left the board as Magnum implemented new governance rules that include nine-year term limits and a demand that directors comply with Magnum’s code of business integrity.
The former directors urged the court to recognize a fundamental constraint built into Ben & Jerry’s governance arrangements - that the parent company does not have the authority to appoint an independent board chair. In a statement accompanying their January 29 filing, they said Magnum’s recent claim that it could appoint such a chair was incorrect.
"A chair appointed by the parent company is not independent - by definition," the former directors said. They added that only an independent board can appoint or remove independent directors, and that authority was intentionally withheld from the parent company to ensure Ben & Jerry’s independence. "It remains so today," they said.
Magnum has said it remains committed to supporting the Ben & Jerry’s team and looks forward to the development of a "refreshed" board, characterizing the ongoing litigation as "regrettable." The company also said there was nothing new in the plaintiffs' filing.
The relationship between Ben & Jerry’s and its parent has been strained since 2021, when Ben & Jerry’s announced it would stop selling in the Israeli-occupied West Bank. Those tensions were a recurring issue for Magnum as it prepared to list.
Context and status - The filings in New York reflect an ongoing legal confrontation over the scope of parent-company influence versus board autonomy. The former directors emphasize that governance mechanisms were deliberately designed to protect Ben & Jerry’s independent decision-making and social mission, and they contend that Magnum's recent governance interventions contradict those protections.
What the filings assert - The January 29 court filing argues that Magnum cannot lawfully claim the right to appoint an independent board chair, and that doing so would invert the independence structure that allows the board itself to appoint or remove independent directors.
Magnum’s response - Magnum has framed the litigation as unfortunate and signaled support for a new board configuration while disputing any novelty in the plaintiffs' claims.