Under overcast skies on a brisk Wednesday last month, more than two dozen Ben & Jerry’s employees at the ice cream company’s global headquarters in Vermont walked out and stood silently in front of their office building. Some bowed their heads and others stared straight ahead as the wind whipped flags—Black Lives Matter, Pride, and the stars and stripes—on a nearby pole. Almost hidden in the back row was company cofounder Ben Cohen, who started the ice cream franchise in 1978 with his pal Jerry Greenfield.
The troupe was protesting what Ben & Jerry’s has called the firing of its CEO David Stever by the company’s parent, Unilever, one of the world’s largest conglomerates, with a market cap of about $150 billion. Stever had only been CEO since 2023, but he had worked for the company for 34 years.
Unilever, the London-based firm behind products like Axe deodorant, Dove shampoo, Talenti ice cream, and Hellman’s mayonnaise, bought the famously progressive ice cream maker in 2000, triggering alarm at the time among allies like Vermont Senator Bernie Sanders and the state’s then-governor Howard Dean, along with customers and believers in the notion that businesses can be a force for good in the world. How could Ben & Jerry’s sell out?
But Unilever did more than just promise to allow the company to continue mixing lefty activism and ice cream sales: The two parties labored over a lengthy merger agreement that allowed Ben & Jerry’s to have an independent chair and board to oversee the company’s activities around its promotions and political campaigns, according to a recent lawsuit.
For years, this unheard-of arrangement worked fairly well. Late last year, however, the independent board launched a lawsuit against the company over perceived breaches of the merger agreement, and last month it added allegations about Stever’s ouster to an amended complaint.
In court filings, the board accuses Unilever of silencing the ice cream maker’s attempts to make statements about the war in Gaza, and President Donald Trump’s policies. The complaint goes on to allege that Unilever neglected to make payments to certain suppliers and left-leaning philanthropic partners, too, all of which the board says were violations of previous agreements. The board further claims that along with the fact that it should have been consulted about Stever’s ouster, he was pushed out because he sided with Ben & Jerry’s board over several social media posts that Unilever opposed, according to the complaint.
Unilever has sought to have the court case dismissed and is challenging Ben & Jerry’s board’s legal standing. It also denies “the meritless allegations from the Independent Board of Ben & Jerry’s,” the company told Fortune in a statement. “The facts presented in court will show that Unilever has worked constructively with the Independent Social Mission Board over the past 24 years, and that we remain committed to Ben & Jerry’s having a social mission.”
The company also says it had been “discussing a broader, global role” at Unilever for Stever, but that he decided to step down instead. According to Unilever, it spent weeks trying to discuss potential changes to the CEO role with the board, as it’s expected to do, but the board declined to engage with the company on this topic. Then, Unilever said, the board went public about its conversations with Stever.
Cohen and Greenfield declined to be interviewed for this story. Stever declined to comment.
The legal scuffle is taking place as Unilever prepares to spin off its ice cream division, including Ben & Jerry’s, to create a new company, while the independent board worries that its authority to make bold calls to protect the company’s social mission—a right that should survive through any sale or restructuring according to the agreement—will be eroded or ignored.
And while Cohen is trying to buy back the company, he himself has admitted it’s a long shot—after all, the company could be worth several billion dollars. On one level, the legal showdown is a wonky corporate spat over boardroom power and an unusual governance plan. But Ben & Jerry’s board chair Anuradha Mittal argues that it’s more than that. Instead, she sees it as a battle over the soul of a storied American ice cream company, and an important test of corporate principles in an era when major companies are actively throwing away their previous beliefs to appease a new political climate.
“This is a David and Goliath story,” she said, “and instead of rolling over, here is David saying ‘No.’”
There were signs from the very beginning that the marriage was doomed. Twenty-five years ago, Ben Cohen and Jerry Greenfield were candid about their misgivings when they sold their ice cream enterprise—then a public company—to the multinational firm in a deal that the board approved in 2000.
In a statement issued after the $326 million acquisition was announced, Cohen and Greenfield let the world know that they would have preferred to have maintained control of the brand. That had been their plan before Unilever bested competing bids for the company, including their own. At the time, the going thought was that the smaller brand’s noble ethos would influence how Unilever operated.
Cohen separately issued a statement that opened with lyrics from a Grateful Dead song:
Once in a while, you get shown the light
In the strangest of places if you look at it right.
The lyrics were a weird touch, but fitting for two famous Deadheads and ex-hippies. Since Ben & Jerry’s was founded, the Long Island–born longtime Vermont residents have voiced their progressive opinions on everything from the military-industrial complex to racial justice, LGBTQ+ rights, the criminal justice system, climate change, and CEO pay. At Ben & Jerry’s, they instituted a rule that the CEO could not earn more than five times the wages of the lowest-paid worker.
Ben & Jerry's and Unilever spent more than a year negotiating the merger, and there were other buyers interested in buying the ice cream company, says Shahmeer Halepota, a Houston-based attorney who is representing the brand in its legal battle. “The only reason we went with Unilever is because they specifically promised to protect the social mission,” he told Fortune. What’s more, the whole reason Unilever wanted to buy Ben & Jerry’s, the lawyer added, was that its authenticity resonated with consumers.
To be fair, Unilever had already built its reputation as a climate-sensitive company by 2000. Descriptions of its sustainable agriculture program impressed the Ben & Jerry’s team during their initial negotiations. What’s more, the Dutch businessman Paul Polman, who was CEO of the consumer goods company from 2009 to 2019, made sustainability a core focus of the business, burnishing Unilever’s reputation, and his own, as a climate leader.
Over the years, Ben & Jerry’s brand established itself as a feisty semi-sovereign state within Unilever by advocating for things like the Occupy Wall Street movement in 2011 and creating a product flavor, Pecan Resist, to protest Trump policies in 2018.
There were also signs of harmony between the companies. In 2020, Cohen told the New York Times that Ben & Jerry’s politics seemed to be rubbing off on Unilever. Following the murder of George Floyd in Minneapolis that year, Ben & Jerry’s was among the first brands to pull advertising from Facebook and Twitter over the platforms’ failure to control hate messages, and Unilever followed the smaller brand days later. “Continuing to advertise on these platforms at this time would not add value to people and society,” it said.
Business was also booming, and Ben & Jerry’s became a revenue-driving property for Unilever. The conglomerate told Fortune in a statement that “Ben & Jerry’s has thrived under Unilever since the acquisition 25 years ago, growing revenues 500% and expanding its footprint from four to nearly 40 countries.” That success, it said, “has also enabled many millions of euros investment into Ben & Jerry’s social mission activities.”
The troubles that culminated in the current lawsuit began in 2021, when Ben & Jerry’s said it would no longer sell its products in disputed settlement territories occupied by Israel. Selling ice cream in those areas would not be aligned with the brand’s core values, the company said. (A Unilever representative was part of the committee that approved the resolution, according to Halepota and the complaint filed by Ben and Jerry’s.) The policy triggered a backlash and accusations of anti-Semitism against Ben & Jerry’s and Unilever.
It was a charge that Greenfield and Cohen found “absurd,” Cohen said in a TV interview, adding they were both Jewish. Cohen and Greenfield had all but stepped away from the company after the sale, but the pair remained its symbolic leaders, and both are still employees.
Facing calls for boycotts, Unilever issued statements to groups like the Anti-Defamation League to say it “rejects completely and repudiates unequivocally any forms of discrimination or intolerance.”
A year later, Unilever sold the rights to distribute Ben and Jerry’s products within Israel and the occupied territory to its Israeli distributor, who would use only Hebrew and Arabic on its packaging. In a legal filing, it called this a response to “a legal and public relations crisis” created by Ben & Jerry’s 2021 decision and said that public outcry was accompanied by “the divestment of hundreds of millions of dollars in Unilever’s stock.”
The Ben & Jerry’s board, shocked by what it saw as a betrayal, launched litigation against Unilever, settling with the company months later when Unilever recommitted to giving Ben & Jerry’s the right to control the brand’s mission, the complaint states. But the lawsuit claims that agreement didn’t last. Instead, it says, Ben & Jerry’s was thwarted in several attempts to speak out on public issues.
“Despite its contractual commitment to ‘[r]espect and acknowledge’ the Independent Board’s primary responsibility over Ben & Jerry’s Social Mission and Essential Brand Integrity, Unilever has silenced each of these efforts,” the complaint reads, quoting the original agreement.
One example, the board alleges in court filings, is a message that Ben & Jerry’s wanted to make in 2023 during the Israel-Hamas conflict that read: “Ben & Jerry’s calls for peace and a permanent and immediate ceasefire.” In response, Unilever threatened to dismantle the Independent Board and sue directors individually if they went through with it, court documents allege. The lawsuit notes that “over 140 countries around the world (including England, France, and Canada), Doctors Without Borders, and the Pope” had called for a ceasefire by this time.
In a court filing, Unilever said it “was resistant to issue a statement at that time without also condemning terrorism and calling for the release of hostages.”
Other alleged examples described in the lawsuit include Ben & Jerry’s calling on the U.K. to create a special visa for Palestinians, a statement decrying attempts to quell student protests, and an endorsement of Vermont Senator Bernie Sanders’ resolution calling for the U.S. to stop sending weapons to Israel, citing civilian deaths. The independent board also alleges that it was muzzled when it came to issuing statements about Trump on inauguration day earlier this year, and prevented from posting about Black History Month in February.
Parts of the lawsuit pull back the corporate curtain to reveal tension that was evident between the five-person independent board and Unilever’s ice cream president, Peter ter Kulve. In one exchange, the Unilever executive explains to the board that, to his understanding, a Ben & Jerry’s post calling for a special visa for Palestinians was pulled because of poor timing. “[I]t coincided with the Iranian missile attack on Israel,” he wrote in an email, the court document says. “When the matter was escalated to me, I expressed concerns about the continued perception of antisemitism that is a persistent issue.”
Mittal sent a pointed response, per the filing. Other than your “clairvoyant intuition,” she asked, “could you please point to any objective data point—such as a market study or third-party evaluation—that objectively confirmed your unilateral judgment that calling for safe passage of all refugees, including from Gaza will be viewed as antisemitism?”
According to the lawsuit, Unilever’s head of ice cream did not respond. The executive did not respond to Fortune’s request for comment.
In a court document, Unilever described Ben & Jerry’s Gaza-focused proposed messages as “one-sided company statements related to the highly divisive Palestinian conflict in the Middle East.” Unilever said in a legal filing that it sought to work with the board to ensure that its message about the student protests was balanced, and that it “offered to work with the Board to craft an appropriate statement focused on substantive issues without personal attacks on President Trump.” It also said in a court filing it had concerns about the timing of the message about special visas.
“Unilever does not make these decisions lightly, as they consider a myriad of factors such as: geopolitical tensions, country-specific election advocacy laws, employee and customer safety, and public reception,” the court filing said.
Unilever told Fortune that it “had discussions with the Board about only a small fraction of social media posts over the years—around 2%.”
In some ways, the new lawsuit is a continuation of a debate that has entangled companies across the globe over whether they ought to be advocates for political change.
During the pandemic and at other periods in the past few decades, companies faced pressure from employees and some investors to take a stand on fraught topics like police brutality, abortion, and immigration. Over the past few years, however, the pendulum has shifted, with more leaders voicing opinions opposing corporate activism.
Among the titans who have been clear about this issue is Nelson Peltz, the billionaire activist investor behind Trian Partners, who took a seat on the board at Unilever in 2022. Peltz’s influence has been cited by business watchers as the source of several leadership changes at Unilever, including the ousting of the previous CEO. And Peltz also took issue with Ben & Jerry’s advocacy work in 2024, as he explained to the Financial Times last March.
“You’ve got to get these politics out of the boardroom,” he said. “Ben & Jerry’s job is to sell ice cream, not to make political statements. And these people use anything for a soapbox that they have no right to do.”
Peltz also said of the conflict in Israel: “I have my own feelings about a ceasefire. Israel has got to get a few things squared away before they get a ceasefire because what happened to them was despicable.”
Peltz declined to comment for this story.
Unilever is planning to spin off Unilever Ice Cream by the end of 2025. The new company will include the Ben & Jerry’s, Talenti, Breyer’s, and Magnum brands, and will be called the Magnum Ice Cream Company, Unilever said.
But Ben Cohen is seizing the moment to step into the spotlight and make it known that he wants his company back. “In the year 2000, Unilever loved us for who we were,” Cohen told the Wall Street Journal earlier this month. “Now we’ve gone separate ways in our relationship. We just need them to set us free.”
Cohen also acknowledged in that interview that the odds were against his quest.
Unilever told Fortune that Ben & Jerry’s is “not for sale,” adding that its ice cream division “remains fully committed” to the company’s mission.
The deal that Ben & Jerry’s struck with Unilever 25 years ago to maintain an independent, socially focused board should still be effective after the sale, according to its original terms. But Halepota fears that Unilever is paying lip service to the deal and questions whether the board will be empowered after the spinoff.
He adds, however: "What I do trust is the independent board's fortitude to never give up the fight.”
This story was originally featured on Fortune.com
