The Ben & Jerry structure - Recipe for disaster?
We were interviewed MT/Sprout about the construction between Ben & Jerry’s and Unilever. The mission-driven Ice cream maker is - after a previous dispute about Palestine - is once again clashing with its parent company over plans to release a special anti-Trump ice cream flavor.
This setup was an unsustainable workaround for Ben & Jerry’s. It proved to be too much of a challenge to the short-term interests of shareholders.
Despite the mission...
Limits in the design
Is Ben & Jerry’s autonomy reaching its limits here? Their setup - established at the time of the acquisition in 2000 - with an ‘independent board’ safeguarding the mission is simply far too weak.
Especially now in times of extreme power concentration when billionaire Nelson Peltz, a close friend of Trump, has also secured a seat on their board.
The point is; Unilever simply wants to create more shareholder value. The €11 billion profit from 2024 isn’t enough.
The only business of business is business—this rule applies once again.
Our blunt advice: If Ben & Jerry’s truly wants to be mission-driven, it should just ‘buy itself back’ and become steward-owned. That is the ultimate protection to remain free, autonomous, and fully focused on impact—the ultimate guarantee of mission alignment.
With their rebellious behavior in the Palestine and Trump clashes, they have likely already scared off potential ‘traditional’ buyers. So who knows, maybe it’s not such a crazy idea...
And does an activist love brand like Ben & Jerry’s really need the market access of a giant like Unilever to survive?
Bye Bye CEO
Ben & Jerry's CEO David Stever is the next victim of ‘Shareholder Primacy’…
The ongoing dispute over the brand’s political activism was at the root of his departure, despite the agreement from the year 2000 that Ben & Jerry’s would always be allowed to uphold its "social mission."
So, bye bye CEO… after serving the company for more than 30 years.
We don’t have to look far for similar examples at major companies:
Emmanuel Faber was replaced in 2021 after Danone’s shareholders criticized his strong focus on sustainability and social objectives, which they believed came at the expense of financial results.
And then there’s the well-known story of Paul Polman at (again) Unilever. During his tenure until 2018, he pushed for the multinational’s sustainability transformation—and successfully so. But in the end, it led to a (scaled-up?) 'retirement'.
In 2023, Shell’s ‘renewables boss’ Thomas Brostrom also left after a ‘strategic shift’… you probably might guess…
And the next big name?
A prediction from our site? Well, Nestlé's CEO Mark Schneider, with his increased focus on sustainability, health, and regenerative agriculture, is likely to face too much resistance from investors. He might just be the next victim of the 'shareholder primacy' phenomenon…
Our opinion: time to break free
To regain its independence, the brand must explore alternative ownership structures. Imagine if Ben & Jerry’s became Steward-owned. That would be the only and ultimate guarantee of mission alignment.
Steward-ownership means that voting rights and financial rights are legally separated. The voting rights do not lie with shareholders but with so-called stewards. These stewards act as full-fledged owners. They do not hold shares with profit rights and are therefore not driven by financial incentives.
Their role is to ensure that the mission remains central: that strategy is mission-driven and that profits serve that mission.
Why not?