Ben Cohen On the Fight to “Free Ben & Jerry’s” — Transcript

Ben & Jerry's is fighting a very public battle with its parent company Magnum Ice Cream over corporate control, political activism, and shareholder transparency. After a tense first shareholder meeting in the Netherlands, the dispute is escalating into a broader debate about corporate governance, brand values, and whether shareholders should push back when companies move away from their founding principles. Joining us now for more is none other than Ben Cohen himself, co-founder of Ben & Jerry's, and leader of the Free Ben & Jerry's campaign. Thank you so much for being here today, Ben. We really appreciate it. Hi Justine, good to be here with you.

debate about corporate governance, brand values, and whether shareholders should push back when companies move away from their founding principles. Joining us now for more is none other than Ben Cohen himself, co-founder of Ben & Jerry's, and leader of the free Ben &

Thank you. So, I mean, first of all, when we start talking about this whole subject, tell us what your biggest takeaway was from Magnum's first shareholder meeting.

Thank you. So, I mean, first of all, when we start talking about this whole subject, uh tell us what your biggest takeaway was from Magnum's first shareholder meeting.

Well, you know, we sent them, there were investors that sent them a couple of different letters talking about how what they're doing to Ben & Jerry's is actually reducing their brand equity and lowering the value of their investment. There was a guy there that was asking a couple of questions, and mostly what we got from Magnum was non-answers.

their investment, lowering the value of their investment. Uh there was there was a guy there that was asking a couple of questions and you know, mostly what we got from Magnum was uh non-answers.

You know, kind of saying that they didn't talk about how they were defunding the foundation. They refused to provide financials in terms of Ben & Jerry's specifically. We talked about an audit that they did that they claimed showed a lot of bad stuff going on, but they never revealed whatever the heck it is. And they removed the independent directors, which are the key to maintaining the values of the company. That was the condition under which the company finally became owned by Unilever.

Uh they refused to provide uh financials in terms of Ben & Jerry's specifically. Um they we talked there was a uh audit that they that they did that they claimed showed a lot of bad stuff going on, but

Yeah, there's so much going on here, and I can't imagine how frustrating that must be for you when you can't get this information that you're asking for. I mean, why do you believe that shareholders should be concerned about the company's refusal to release this brand-level data that you're talking about?

owned by Unilever. Yeah, there's so much going on here, and I can't imagine how frustrating that must be for you when you can't get this information that you're asking for. I mean, why do you believe that shareholders should be concerned about

Because I think that things are not going that well for Magnum right now. And I think that what's going on right now in terms of Ben & Jerry's is that this brand was built based on a very, very tight connection with its customers based on shared values. And as Magnum continues to erode those values and illegally dismantle the entire board of directors, the value of this brand is going down. And that's bad for investors, and they ought to be up in arms about it.

right now in terms of Ben & Jerry's is that this brand was built based on a uh a very very tight connection with its customers based on shared values. And as Magnum continues to erode those values and uh

Yeah, I mean, you've mentioned all of these different concerns that you have going forward at this point. But now Magnum executives have denied pushing out the Ben & Jerry's board or even cutting off the funding for the foundation. So, what's your response to those claims that they're making now?

Yeah, I mean, you've mentioned all of these different concerns that you have going forward at this point. But now Magnum executives have denied pushing out the Ben & Jerry's board or even cutting off the funding for the foundation. So, what's your response to

Well, just ask the trustees of the foundation whether they've cut off money for the foundation, and they certainly have. And in terms of the independent board of directors, Magnum has claimed that they have removed all of them, although they do not have the legal authority to do that.

removed all of them, although they do not have the legal authority to to be to do that.

They are certainly no longer meeting with the independent board of directors. They're no longer seeking the approvals that they're supposed to get from them. They're no longer taking direction from them.

Uh I'd say they've illegally kicked them out. I mean the you know, the terms in the written legally binding acquisition agreement were very clear that uh only a majority of the independent directors can remove an independent director. And only a majority of the

I'd say they've illegally kicked them out. The terms in the written legally binding acquisition agreement were very clear that only a majority of the independent directors can remove an independent director. And only a majority of the independent directors can appoint a new director. And what Magnum is saying is, "Well, we've removed all these existing independent directors and now we're going to appoint new directors." You know, just illegal, a direct—what do you call that? Direct—

uh [laughter] Yeah, it seems directly in opposition to the agreement that it was signed.

[laughter] Yeah, it seems directly in opposition to the agreement that was signed.

of the business since you guys started it. So talk to us a little bit about that political activism piece. What specifically has changed since the Unilever spin-off with Magnum?

Directly in opposition. [laughter] You got it. Yeah, I mean, it seems like that's what you're seeing happen here. I mean, you've also said that Ben & Jerry's political activism is under threat, which has always been such a core part of the business since you guys started it. So talk to us a little bit about that political activism piece. What specifically has changed since the Unilever spin-off with Magnum?

And the policies of the Trump administration are the biggest attack on the values of Ben & Jerry's since the company was founded.

They've made it very clear. Well, what's going on is that Ben & Jerry's has a history of calling out presidents when they go against the values of Ben & Jerry's.

So, and at the same time, uh we're we're the company is not able to call out Trump for, you know, essentially, we've been told that America's in debt, we don't have any money, we're broke, and Trump somehow manages to come up

And the policies of the Trump administration are the biggest attack on the values of Ben & Jerry's since the company was founded.

And uh you know, we you know, Ben & Jerry's would normally be speaking out against that.

And Magnum has specifically forbidden Ben & Jerry's from using the name Trump, from calling him out on issues of racial justice, on issues of illegal wars, and threatening another takeover of another country, Cuba.

very plainly, we can't afford uh to help you with daycare for your kids because we're in the middle of fighting a war, and uh that's something that Ben & Jerry's would normally have stood up and screamed about at the top

So, at the same time, the company is not able to call out Trump for, you know, essentially, we've been told that America's in debt, we don't have any money, we're broke, and Trump somehow manages to come up with another 500 billion dollars, then he can think of no better thing to do than to give it to the Department of War.

dispute is about corporate governance versus this political and social activism part of it. Obviously, they're intertwined, but how do you see those two different parts of it?

And you know, Ben & Jerry's would normally be speaking out against that. They would be up in arms against that because that's money that could solve all the problems in terms of housing in our country, in terms of unaffordability.

survives. And we were trying to write it into the purchase and sale agreement, and then we realized that you couldn't do that because the social mission needs to change and evolve as the current situation in the country changes and evolves.

[laughter] You know, I mean, Trump just said very plainly, we can't afford to help you with daycare for your kids because we're in the middle of fighting a war, and that's something that Ben & Jerry's would normally have stood up and screamed about at the top of its lungs.

Uh an unprecedented move uh in terms of corporate governance. And that independent board of directors has responsibility for the social mission of the company, for the quality of the ice cream, the use of the trademark. And so, that's the issue that they have

Yeah, I mean, I can hear the frustration in your voice because, obviously, founding a company on such strong values and then seeing what's happening now is, again, just must be so frustrating, so upsetting for you. How much of this dispute is about corporate governance versus this political and social activism part of it? Obviously, they're intertwined, but how do you see those two different parts of it?

Yeah, and knowing that those uh people on those independent board have been moved off of that board now, you've also talked about consumers being able to vote with their wallets. So, what would a boycott campaign look like at this

I think it's mostly about corporate governance. When we were negotiating the original purchase and sale agreement, the concern was about how do we maintain and make sure that the social mission of Ben & Jerry's survives. And we were trying to write it into the purchase and sale agreement, and then we realized that you couldn't do that because the social mission needs to change and evolve as the current situation in the country changes and evolves.

Uh I think a boycott would look like stopping to buy Magnum products. Uh Magnum has Magnum bars uh and in you know, which are very very popular uh in Europe and in this country uh they also own Breyers, they own

And so, the way we dealt with it was to form this independent board of directors for Ben & Jerry's.

I I'm not going to I shouldn't buy Ben & Jerry's, I guess. And and what I say to them is that no, you don't understand.

An unprecedented move in terms of corporate governance. And that independent board of directors has responsibility for the social mission of the company, for the quality of the ice cream, the use of the trademark. And so, that's the issue that they have—they have dismantled this board of directors that was the guardians of the flame, the guardians of the soul and the spirit of the company.

Yeah, exactly. And looking to the future, I'm sure that some people might want to start doing boycotts. Other people are looking at this from the more business side of things of potentially investing. So, tell us about that because there are reports that

Yeah, and knowing that those people on that independent board have been moved off of that board now, you've also talked about consumers being able to vote with their wallets. So, what would a boycott campaign look like at this point again against the removal of those people and other practices that are happening within Magnum right now?

uh they wanted to sell off their entire ice cream division, Jerry and I went to them and said, well, as long as you're selling it all, why don't you split off Ben & Jerry's so that it could be owned

I think a boycott would look like stopping to buy Magnum products. Magnum has Magnum bars, which are very, very popular in Europe and in this country. They also own Breyers, they own Talenti, they own Good Humor, they own Popsicle, they own Klondike, they own Yasso. And I would stop buying—

various pension funds and family offices and uh you know, once once Magnum sees the light and understands that the best move for them is to uh get this problem off their hands so that it's a distraction to management, make it so

that, you know, they own 100 brands. Uh they know how to manage 99 of them.

There's this one brand that has this you know, that has this governance structure that drives them crazy and has a bunch of values that drives them crazy.

Uh you know, take the money that you'd get for selling it for selling it and then buy some other brands that don't have any values that aren't going to give you all these problems.

Yeah, it definitely makes sense. There's so much to keep our eye on here and we hope that things get better and improve and we will definitely continue to watch the story. We really appreciate you taking the time. Ben Cohen, co-founder

of Ben & Jerry's. Thank you so much for being here today. Good talking with you, Justine. Take care.