What constitutes a 'controlling' interest in an entity, as defined in the Ben Jerrys franchise agreement?

According to Ben Jerrys's 2025 Franchise Disclosure Document, a 'controlling' interest in an entity is defined as ownership of more than fifty percent (50%) of the equity or voting control of that entity. This definition is important for prospective franchisees to understand, especially if the franchisee is a corporation, limited liability company, or partnership.

Ben Jerrys requires that an original shareholder, partner, or member approved by them must maintain a controlling interest in the franchisee entity throughout the term of the franchise agreement. This provision ensures that the individuals initially vetted and approved by Ben Jerrys retain significant control over the operations of the franchise. This requirement is designed to maintain consistency in management and adherence to Ben Jerrys's standards.

Furthermore, Ben Jerrys mandates that each shareholder, partner, or member holding an interest in the franchisee entity must execute a covenant agreeing not to transfer any interest in the entity in violation of the terms of the franchise agreement. This measure is in place to prevent unauthorized changes in ownership that could potentially impact the operation and management of the Ben Jerrys franchise. Franchisees need to be aware of these restrictions on ownership transfer and ensure compliance to avoid violating the franchise agreement.