Saudi Electronic University Unilever Business Law Case Discussion

In 2001, British-Dutch corporation Unilever attempted to purchase the assets of Ben &
Jerry’s Ice Cream. The Board of Directors of Ben & Jerry’s refused the offer. Unilever’s
offer was very generous and would have resulted in a major windfall for the
shareholders of Ben & Jerry’s.
The Shareholders threatened to sue the Board of Directors for a breach of fiduciary duty
arguing the Board of Directors had a duty for care to make good decisions on behalf of
the Corporation. And denying the purchase offer violated that duty.
In fear of the lawsuit, the Board agreed to the sell terms. Do you believe the Board of
Directors had a duty to accept the buyout offer? And did their failure to accept it amount
to a breach of the fiduciary duties owned to the shareholders?