Ben & Jerry’s, buying votes

Written By Matt Moscardi

Ben & Jerry’s has one shareholder, and that shareholder is Unilever.  What’s going on here – how can a wholly owned subsidiary sue its parent? Doesn’t the parent control its subsidiary?


  • How do you even enforce a contract like that?  Can the original founders, Ben Cohen and Jerry Greenfield, sue to enforce it?

  • So what exactly is this lawsuit about?

  • What are the legal issues here?

  • Why did Unilever even agree to this?  

  • If the agreement is so weak, why did Ben and Jerry -the original Ben and Jerry, the company founders – why did they agree to this?  Why didn’t they create a stronger contract, where they’d be parties to the contract and have enforcement rights?

So, can shareholders really buy and sell votes?


  • What’s the idea behind doing this?

  • How would activists and companies use this idea?

  •  How do activists think about the legality of all of this? https://lawprofessors.typepad.com/business_law/2024/01/vote-buying.html]

  • What was the Shareholder Vote Exchange?

  • What happened to SVE?

Matt Moscardi
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