When you sell your company, you’re not just selling your product or your factory: you’re selling the company’s soul. And if that soul becomes something you don’t like, it may cause issues. This conflict in values has resulted in Jerry Greenfield, the Jerry of Ben & Jerry’s ice cream brand, announcing his resignation Wedenesday in a letter posted by his co-founder, Ben Cohen, on X:
His letter begins:
“It’s with a broken heart that I’ve decided I can no longer, in good conscience, and after 47 years, remain an employee of Ben & Jerry’s. I am resigning from the company Ben and I started back in 1978. This is one of the hardest and most painful decisions I’ve ever made.
To keep reading, click here: Ben & Jerry’s Co-Founder’s Resignation Proves One Thing: Selling Your Brand Affects You Forever
I find the comment that he needed to put stuff in the merger contract to make sure the values were met a bit disingenuous. He did put all this in the merger contract, and 25 years later it appears to him that the contract isn’t being fulfilled.
For founders who are looking to sell their company, what should he have done differently? Or am I just looking at this in the wrong way?
If the contract really is not being fulfilled, he’s got plenty of access to lawyers. But apparently his own lawyers didn’t actually see it as a breach of contract.
Or he’s just tired and wants to retire, but doesn’t want to say so out loud (perhaps even to himself).
Legally, the question I would ask is, what does Jerry mean by his assertion that “[T]he independence to pursue our values… was guaranteed when Unilever bought the company”? Was it stipulated they had to allow for an independent governing board indefinitely, and was it stipulated they had to allow the subsidiary board full independence in its social and political activism? Were such clauses properly constructed to be legally binding and enforceable? Beyond legal matters, if Jerry does not approve of the manner in which the new owners have steered the company’s social or political activity, he is of course well within his rights to resign and – provided he is not violating any NDA or other code of professional discretion – to explain his reasoning.
Either way, however, for anyone who became $150M (or however much he’s worth) richer founding, growing, selling and continuing to consult for a lucrative ice-cream manufacturer to assert that his right to be employed by said company as a free-reign activist was the *basis* of any business decision is prima facie ludicrous. Such an understanding may or may not have been a *condition* of the sale to Unilever. It may or may not have been expressed as a legally enforceable condition in court (my money says not). Jerry’s own vision for his life may well, at the present day, be one of social activism.
But Ben & Jerry’s was, under the direction of Ben and Jerry, and still is, fundamentally, a for-profit purveyor of sweeties, not a NGO or even a Super PAC. Jerry has to know that the *basis* of such a sale was first and foremost economic.