A federal judge has allowed the Ben & Jerry’s lawsuit against its corporate parents to proceed on two key grounds while dismissing seven of the ten claims in the complaint, in a ruling that reshapes the litigation and installs Amsterdam-based Magnum Ice Cream Company as the primary defendant going forward.
Judge P. Kevin Castel of the Southern District of New York issued the decision on 22 August 2026 in Ben & Jerry’s Homemade, Inc. v. Unilever PLC (case no. 1:24-cv-08641, S.D.N.Y.), dismissing seven claims and part of an eighth in the ten-count complaint.
What Survived and What Fell Away
The two claims that survived in full both concern missed payments. Under a 2022 settlement arising from Unilever’s decision to license Ben & Jerry’s trademark rights in the Occupied Palestinian Territories without the Independent Board’s approval, Unilever agreed to make two payments of $2.5 million to Ben & Jerry’s, the first no later than 30 July 2023 and the second no later than 30 July 2024. The parties agreed those claims over the missed payments could proceed.
The dismissed claims relate primarily to how Ben & Jerry’s operates: its speech, board composition, and the appointment and removal of directors. Judge Castel ruled that the Merger Agreement’s ‘plain meaning’ did not afford the Class I independent directors or the Ben & Jerry’s Foundation a right to sue on Ben & Jerry’s behalf, including on director appointments and removals. The independent directors may, however, challenge the new board eligibility requirements and pursue the missed-payment claims in their own right, according to Reuters.
The speech-related allegations were substantial. The complaint described Unilever blocking Ben & Jerry’s from issuing a statement calling for ‘peace and a permanent and immediate ceasefire’ in Gaza in December 2023, with Unilever allegedly threatening to dismantle the Independent Board and sue its members individually in response. Unilever denied censoring the company and said the then-chief executive David Stever voluntarily resigned.
Magnum Steps In After the Ben & Jerry’s Lawsuit Is Amended
The corporate landscape shifted materially during the litigation. On 6 December 2025, Magnum demerged from Unilever by way of a Demerger Dividend, which transferred the entire issued share capital of Magnum Holdco to the new company, with the record time set as 5 December 2025, according to Magnum’s SEC registration statement. Ben & Jerry’s transferred with it. The Demerger Agreement between Magnum and Unilever was dated 1 October 2025. Under the terms disclosed by FTSE Russell, Unilever shareholders received one Magnum share for every five Unilever shares held; Magnum was incorporated in the Netherlands and listed on the London Stock Exchange, Euronext Amsterdam, and the New York Stock Exchange. Castel has now ruled that Magnum, whose shares trade under the ticker MICCT.AS, will take Unilever’s place as the primary defendant.
Magnum’s conduct in the final weeks before the demerger forms a central part of the remaining dispute. In December 2025, Magnum amended Ben & Jerry’s bylaws and articles of incorporation to impose a nine-term limit on directors’ one-year terms and require independent directors to accede to the Magnum code of conduct. On 15 December 2025, Magnum purported to remove Board Chair Anuradha Mittal ‘effective immediately’ and two further directors effective 31 December 2025, with the other independent directors’ positions undermined through the new eligibility requirements.
Mittal, who also serves as a trustee of the Ben & Jerry’s Foundation, alleged in the complaint that Unilever’s General Counsel offered her a ‘prominent position in a multi-million dollar, Unilever-funded nonprofit’ if she resigned and the Board dropped the litigation. She refused. Magnum’s SEC registration statement, filed ahead of the demerger, described Mittal as ‘unfit to continue in her role.’ An external audit of the Foundation commissioned by Unilever, described as ‘routine,’ was subsequently reported to have found no wrongdoing, though Unilever had not shared its findings with the Board at the time the complaint was filed.
The Foundation had received annual allocations from Ben & Jerry’s for every year from 2000 to 2024, totalling $68 million over that period, without incident. The 2025 allocation had not been paid at the time of filing.
The 2022 settlement had also introduced a further obligation: under an amendment negotiated after Unilever objected to the Board’s proposed payment recipients, Magnum and Ben & Jerry’s agreed to pay $2 million annually to Canaan Fair Trade, the Palestinian supplier of non-dairy ingredients, for at least ten years. Unilever allegedly failed to disburse Canaan’s 2025 funds or engage in the required review process, insisting on conditions that did not appear in the settlement amendment.
Subject to any onward appeal, the case will now proceed against Magnum on the surviving payment claims and the challenge to the new board eligibility requirements. The next critical question is whether the independent directors can reconstitute a functioning board before those eligibility restrictions are litigated to a conclusion.
