Behind the fight between Ben & Jerry’s and its owner, Unilever.

Unilever is able to choose the brand’s chief executive, which is something a board typically does, but even that person is supposed to defer to Ben Jerry’s independent board when it comes to maintaining “the social responsibility aspects of the company,” Ann Lipton, a professor in business law at Tulane University Law School who has studied the acquisition, told DealBook.

But Unilever appears to have a possible out, Ms. Lipton said. The contract itself might not be enforceable in court. Traditionally, a contract is between two parties. In this case, the agreement could have been between Unilever and Ben Jerry’s founders, but it’s not, she said.

“That’s like having a contract with yourself,” Ms. Lipton told DealBook. “If you’re the only shareholder of the company, the idea that the company can make a contract with you is sort of unheard-of. It’s very strange.”

She said she hadn’t heard of a similar case, adding, “It’s a case study in business law class.”

Article source: https://www.nytimes.com/2022/07/07/business/ben-jerry-unilever-israel.html