Ben & Jerry’s lawsuit against Unilever and Magnum is a breach-of-contract case pending in the U.S. District Court for the Southern District of New York, alleging that the parent company, now The Magnum Ice Cream Company, has violated the 2000 merger agreement guaranteeing Ben & Jerry’s an independent board with authority over its social mission.1CourtListener. Ben & Jerry’s Homemade, Inc. v. Unilever PLC The suit was filed against Unilever in November 2024. After Unilever spun off its ice cream division in December 2025, Magnum became the defendant. The plaintiffs now include the Ben & Jerry’s independent board and the Ben & Jerry’s Foundation, and the case is before Judge P. Kevin Castel.
What the 2000 Agreement Promised
Unilever acquired Ben & Jerry’s in 2000 for approximately $326 million through its subsidiary Conopco, Inc.2Causeartist. Ben & Jerry’s Case Study The merger agreement committed Unilever to furthering a “three-part mission” covering product quality, economic performance, and social impact, and it established an independent board of directors with authority over the brand’s social mission and identity. Section 6.14 laid out the board’s structural requirements, and a separate Delegation of Authority exhibit spelled out the powers reserved for independent leadership.3Bloomberg Law. Merger Agreement Between Conopco, Inc. and Ben & Jerry’s Homemade, Inc. The agreement also included provisions governing the Ben & Jerry’s Foundation and a social venture fund.
Those protections are what the current lawsuit is built on. The core dispute is whether the parent company has honored them or worked around them.
What the Lawsuit Alleges
Ben & Jerry’s filed its complaint on November 13, 2024, in case number 1:24-cv-08641.1CourtListener. Ben & Jerry’s Homemade, Inc. v. Unilever PLC It alleged that Unilever had breached the merger agreement, a separate settlement agreement, and a settlement amendment by overriding the independent board’s authority over the brand’s social mission.
The complaint identified four specific instances in which Unilever allegedly blocked or censored Ben & Jerry’s public statements:
- December 2023: a call for an immediate ceasefire in Gaza.
- May 2024: a statement supporting safe passage for Palestinian refugees.
- June 2024: a statement supporting the First Amendment rights of college protesters.
- September 2024: a statement supporting Senator Bernie Sanders’ resolution to halt $20 billion in military aid to Israel, which the complaint says Unilever unilaterally vetoed.4HTV Prod Media. Ben & Jerry’s Homemade, Inc. v. Unilever PLC Complaint
Beyond the censorship claims, the complaint accused Unilever of blocking $5 million in charitable donations to organizations including Jewish Voice for Peace and the Council on American-Islamic Relations, alleging Unilever’s objections were based on “offensive stereotypes.” It also claimed Unilever failed to make contractually required payments to Canaan Fair Trade, a Palestinian fair-trade supplier, and imposed unauthorized conditions on disbursement of those funds.4HTV Prod Media. Ben & Jerry’s Homemade, Inc. v. Unilever PLC Complaint
The Firing of CEO David Stever
In March 2025, Ben & Jerry’s filed an amended complaint after Unilever informed the board it planned to remove CEO David Stever. Stever, a company veteran of more than 30 years who had been named CEO in May 2023, was being fired, the lawsuit said, for his “commitment to the company’s social mission” and for allowing the brand to speak out on political issues.5The New York Times. Ben & Jerry’s Sues Unilever Over CEO Removal According to the filing, Unilever executives had chastised Stever in his January 2025 performance review for “repeatedly acquiescing to the demands of the Independent Social Mission Board” on social media posts.6NPR. Ben & Jerry’s CEO Removed, Unilever Lawsuit Activism
Ben & Jerry’s argued the removal violated the merger agreement’s requirement of good-faith consultation with the independent board before CEO changes. Unilever countered that the appointment and removal decisions were its to make after that consultation, and it said it was disappointed that “the confidentiality of an employee career conversation has been made public.”7CNN. Ben & Jerry’s CEO Lawsuit Jochanan Senf, a longtime Unilever executive who had previously spent seven years at Ben & Jerry’s including a stint as Managing Director Europe, was appointed CEO on July 10, 2025.8Unilever. TMICC Appoints Jochanan Senf as CEO, Ben & Jerry’s
How Magnum Became the Defendant
While the lawsuit moved forward, Unilever was executing a corporate restructuring it had announced in March 2024. In March 2025 it formed The Magnum Ice Cream Company (TMICC), incorporated in the Netherlands, and the full demerger was completed on December 6, 2025.9Unilever. The Magnum Ice Cream Company Demerger Ben & Jerry’s was folded into the new entity alongside brands including Magnum, Cornetto, Wall’s, and Talenti.10The Magnum Ice Cream Company. The Magnum Ice Cream Company Unilever retained a minority stake of less than 20 percent, intended for gradual sell-down.
The spinoff did not resolve the governance dispute. It transferred it. Magnum, led by CEO Peter ter Kulve, inherited the litigation.
The Board Purge and January 2026 Amended Complaint
Within days of the demerger’s completion, Magnum moved to reshape the Ben & Jerry’s independent board. On December 15, 2025, the company announced new governance requirements: retroactive nine-year term limits for directors, a mandatory code of business integrity certification, and a formalized meeting cadence aligned with Magnum’s corporate governance model.11PR Newswire. Ben & Jerry’s Enhances Governance of Board to Ensure Longevity of Social Mission Three directors were immediately notified they were ineligible under the new limits: board chair Anuradha Mittal and long-standing directors Daryn Dodson and Jennifer Henderson.12Reuters. Ben & Jerry’s Plans to Remove Three Board Members, Set Term Limit
Magnum went further with Mittal, accusing her of “serious misconduct” based on an Ernst & Young audit of the Ben & Jerry’s Foundation. The audit reportedly found “material deficiencies in financial controls, governance and other compliance policies, including conflicts of interest,” with Magnum alleging that the foundation had regularly made grants to organizations where trustees, including Mittal, held senior positions and received compensation.13Reuters. Magnum Accuses Former Ben & Jerry’s Board Chair of Serious Misconduct Mittal denied the allegations, called them a “public smear campaign,” and described her removal as a “midnight purge of independent directors who provide oversight authority.” She also alleged that in October 2025, Magnum executives had threatened to publish “defamatory statements” about her in a forthcoming stock-offering prospectus unless she resigned, and had offered her a “prominent role in a multimillion dollar Unilever-funded non-profit” to induce her departure, an offer she called “inappropriate” and rejected.14BBC. Ben & Jerry’s Board Chair Removed by Magnum
The remaining independent directors refused to certify Magnum’s new code of conduct and resigned effective January 1, 2026. The board, previously eight members, was reduced to two: CEO Jochanan Senf and Michiel Kruyt, a former Unilever executive and global brand director of Magnum in the 1990s. Magnum said future independent directors would be selected by an independent chair whom Magnum itself would appoint.15CFO Brew. Magnum Ice Cream Trims Ben and Jerry’s Board
On January 11, 2026, Ben & Jerry’s board members filed another amended complaint, this time naming Magnum as the defendant. It accused the parent of blocking the appointment of Chris Miller, a former Ben & Jerry’s global social mission director, as a board member. Magnum had initially supported Miller’s nomination but reversed its position after introducing the new board requirements, the complaint said.16Time. Ben & Jerry’s Ice Cream Magnum Unilever Independent Board The filing also alleged Magnum had modified corporate bylaws to allow board meetings without independent directors, effectively centralizing decision-making power.17Dairy Reporter. Ben & Jerry’s vs. Magnum: Timeline of the Governance Dispute
In a January 2026 Memorandum in Opposition, Magnum denied removing any directors, arguing they had become “ineligible” to serve because of term limits, policy breaches, or misconduct. Magnum also challenged the former board members’ standing, asserting that only the CEO had authority to initiate legal action on behalf of Ben & Jerry’s.17Dairy Reporter. Ben & Jerry’s vs. Magnum: Timeline of the Governance Dispute
The Foundation Joins the Case
The Ben & Jerry’s Foundation, established in 1985 to fund grassroots movements around racial justice, climate action, and LGBTQ+ rights, filed a motion in December 2025 to join the lawsuit as a plaintiff. The Foundation, historically supported by 7.5 percent of Ben & Jerry’s pre-tax annual profits, alleged that Unilever and Magnum had stopped providing approved funding required under the original acquisition agreement.18MyNBC5. Ben & Jerry’s Foundation Joins Lawsuit Against Unilever On March 23, 2026, the court granted the motion.19VermontBiz. Ben & Jerry’s Foundation Wins Court Ruling in Lawsuit Against Unilever/Magnum
Ter Kulve told the Financial Times that Magnum could not “continue to fund the foundation unless we basically have complied with the conclusions of the audit,” referring to the Ernst & Young review.20Financial Times. Magnum CEO on Ben & Jerry’s Governance A Unilever spokesperson said the company remained “fully committed to the Ben & Jerry’s model and its three-part mission,” including “continuing to fund a grant-giving foundation, supported by appropriate governance.”18MyNBC5. Ben & Jerry’s Foundation Joins Lawsuit Against Unilever
What Magnum Says
Magnum has maintained that it remains “unequivocally committed to Ben & Jerry’s three-part mission” and that its governance changes are designed to “preserve and enhance the brand’s historical social mission and safeguard its essential integrity.”21CNBC. Ben & Jerry’s Founder Lashes Out Against Parent Magnum’s Board Changes The company said the existing board structure posed “material reputational and business risks” and argued that term limits, engagement protocols, and code-of-conduct compliance are standard corporate governance practice.
Ter Kulve told the Financial Times that cofounders Ben Cohen and Jerry Greenfield, along with longtime trustees Jeff Furman and Liz Bankowski, should “hand over to a new generation.” He added: “Their commitment to the brand, to the causes, has been immense, but at a certain moment you need to hand it over… we need to move on.”20Financial Times. Magnum CEO on Ben & Jerry’s Governance A Magnum spokesperson pointed to recent Ben & Jerry’s public statements on ICE, the conflict in Iran, and freedom of speech as evidence that the brand continues to be a “bold voice for social justice” under Magnum ownership.22Insurance Journal. Ben & Jerry’s Board Fight With Magnum
Where the Case Stands
On April 14, 2026, Judge Castel denied Ben & Jerry’s emergency motions for a temporary restraining order and a preliminary injunction. The rulings meant the brand could not immediately stop Magnum from implementing its governance changes while litigation continued.23Bloomberg Law. Ben & Jerry’s Falls Short in Bid to Halt Board Member Selection The underlying breach-of-contract claims have not been resolved.
In June 2026, the remaining independent board members accused Magnum in a new court filing of continuing to threaten their removal. Magnum said it had simply asked all board members to “affirm the requirement to comply with the company’s code of business integrity.”24Wall Street Journal. Ben & Jerry’s Remaining Independent Board Members Accuse Magnum of Threatening to Oust Them The plaintiffs continue to seek an order compelling Magnum to honor the acquisition agreement’s provisions on funding, social mission authority, and independent governance.19VermontBiz. Ben & Jerry’s Foundation Wins Court Ruling in Lawsuit Against Unilever/Magnum The case remains pending before Judge Castel in the Southern District of New York.