Ben & Jerry’s Fight for Justice
About eight years after
bought Ben & Jerry’s in 2000, Unilever decided to change our ice cream’s recipe. The decision was intended to increase profit margins but reduced the quality of our product. There was another problem. Unilever’s decision violated one of the terms we had reached in the acquisition agreement—namely, that an independent board would have sole authority over such product decisions. In desperation, we flew to London to appeal to Unilever Chairman
During our meeting, we presented him with a miniature statue of a goose. We explained that if Mr. Polman followed the terms of the acquisition agreement, Ben & Jerry’s would continue to thrive and provide many golden eggs for Unilever. If he didn’t respect the terms, the goose would die.
The company reversed its decision, and the goose survived.
Ben & Jerry’s financial success depends on adherence to those terms. For the past 22 years, the independent board has overseen ice-cream quality, the company’s social mission and the integrity of the brand—all conditions laid out in the acquisition agreement. The decision to establish an independent board with control over these domains was necessary to maintain Ben & Jerry’s social mission. We often refer to the agreement as the “secret sauce” that has preserved our reputation for outstanding ice cream and social-justice activism.
Unfortunately that success is being tested—again. In July 2021, Ben & Jerry’s decided to stop selling ice cream in the occupied Palestinian territories. Like many decisions Ben & Jerry’s has made over the past 44 years, this one was controversial but rooted in the company’s concerns for human rights. Yet one year later, on June 29, Unilever overrode the decision and sold its business in the region so that Ben & Jerry’s ice cream would continue to be sold in the territories.
We believe Unilever’s decision violated the terms of our acquisition agreement, which vests the power to make decisions about the licensing or other use of the Ben & Jerry’s trademark with its board of directors. No less significant, the decision represents a breach of trust that has been the foundation of our working relationship for more than two decades. As a result, the Ben & Jerry’s board has taken Unilever to federal court to defend the integrity of our agreement.
Without the conditions in that agreement, we would never have sold to Unilever. The agreement laid out a new and unique governance structure between the two companies. Product quality, social mission and brand integrity decisions would go to Ben & Jerry’s independent board—and finance and operations would go to Unilever. Yet Unilever is now changing those terms. It’s claiming that since decisions regarding product quality, social mission and brand integrity can have operational and financial implications, the company can override and negate them.
The Unilever executives who negotiated our arrangement retired long ago, but the agreement was designed to stand in perpetuity. It must be respected and adhered to by both parties. What’s at stake now couldn’t be more important to us, the two guys whose names are on the package. Absent the ability to pursue its social mission and do business consistent with its values, Ben & Jerry’s isn’t Ben & Jerry’s at all. It’s just ice cream—or a dead goose.
Messrs. Cohen and Greenfield are the co-founders of Ben & Jerry’s.
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