Unilever is one of the world's largest consumer goods companies – it’s behind brands like Dove, Hellmann's and Persil. In December last year, it separated its entire ice cream division (including Magnum, Ben & Jerry's, Wall's, and Cornetto) into a brand-new standalone company called The Magnum Ice Cream Company (or “TMICC”).
Linklaters led the legal work on this. They helped separate the ice cream business from Unilever across more than 80 countries, and also managed a triple listing process.
Ice cream is a fundamentally different business to the rest of Unilever's portfolio.
Seasonal demand: Most of Unilever's products – Dove soap, Hellmann's mayonnaise, Persil – sell steadily year-round. But with ice cream, demand spikes in summer and dips in winter, which makes revenue less consistent than the rest of the portfolio.
Cold chain logistics: Ice cream needs specialist refrigerated storage and transport from factory to shop freezer. That's an entirely separate (and more expensive) supply chain to Unilever's other products.
A case for independence: Unilever's view was that its ice cream business could grow faster as a standalone company, with its own leadership team, its own strategy and the freedom to raise funding on its own terms. At the same time, separating it would let Unilever focus on its faster-growing segments.
When a company wants to offload a division, the most common route is a sale – find a buyer, agree a price, transfer it over. But if Unilever did that, it would mean its shareholders lose the benefit of future growth in the ice cream business.
Instead, Unilever chose a “demerger”.
A demerger is when a company separates part of its business into a new, independent company. Instead of selling it, the parent company distributes shares in the new company to its existing shareholders – so they end up holding shares in both (no cash changes hands).
So if you owned Unilever shares before the split, you automatically received TMICC shares too – no need to buy them separately.
But here's where it gets more technically challenging. The legal structure had to work across three different public markets. Unilever is listed in Amsterdam, London and New York, and its shareholders hold their shares through different systems depending on where they're based (each stock exchange has its own settlement system for recording who owns what). The demerger had to deliver TMICC shares to every shareholder in the same place they already held their Unilever shares so nobody had to go looking for them in a different system.
Unilever is a huge corporation, operating in 190+ countries – and its ice cream business wasn't a neat, self-contained part of Unilever. It was fully integrated into Unilever's wider operations – sharing IT systems, logistics networks and back-office functions.
That meant it wasn't possible to completely separate the two businesses before the demerger. So Unilever entered into a number of services arrangements (including transitional services agreements) with TMICC. Under those arrangements, Unilever would continue providing certain services for a set period after the split – this could be things like payroll, data storage, and order management systems – while TMICC built its own operations.
A TSA is a contract where the former parent company agrees to keep providing certain services to the newly separated business for a set period after the split. Think of it like moving out of a shared flat but sharing your old housemate's Netflix login for a while until you set up your own.
Designing those transitional arrangements across 80+ countries was one of the biggest pieces of legal work on this deal. Each jurisdiction had its own challenges. Some countries had local manufacturing operations, others were distribution-only – and each came with different rules around outsourcing, employment and tax.
On top of that, TMICC now needed its own licences and permits in every country – to manufacture food, employ staff and operate independently (it couldn't rely on Unilever's anymore). Every new company had to be formally set up, and every licence had to be in place, before TMICC could stand on its own.
But the operational separation was only half the picture – TMICC also had to list as a public company, simultaneously, on three stock exchanges.
Once the business was separated, TMICC then needed to list as a public company – which meant publishing a prospectus (a legal document that’s required before a company’s shares can be traded). A prospectus tells potential investors everything they need to know – the business, its finances and the risks involved – so they can make an informed decision about whether to invest.
Because TMICC was listing in Amsterdam, London and New York, that prospectus needed approval from three regulators at the same time:
1. 🇳🇱 the AFM in the Netherlands,
2. 🇬🇧 the FCA in the UK, and
3. 🇺🇸 the SEC in the US
Yes – it's called a dual listing (or in this case, a triple listing).
A company's shares are traded on more than one exchange at the same time, which gives investors in different countries easier access to buy and sell those shares.
It's not uncommon for large multinational corporations – Unilever itself is listed in Amsterdam, London and New York, and TMICC now trades on all three exchanges too.
Different regulators, different focus areas: Even though the UK and EU Prospectus Regulation were largely the same on paper, the AFM and FCA sometimes focus on different things in their reviews. Navigating those competing comments on a single document, without creating inconsistencies, needs the lawyers to coordinate their responses well.
The “Risk Factors” section: Every prospectus includes a section called Risk Factors, which is closely scrutinised by regulators. This is where the company sets out the most serious risks that could affect its business or its share price – so that investors know what they're getting into before they decide to invest. For example, TMICC might need to flag that its revenue is seasonal (with lower sales in the winter).
Since it’s related to the day-to-day running of the business, this section is drafted by lawyers working closely with the company. Plus, it has to be updated throughout the entire process. If new risks emerge along the way – say, a new food safety regulation that will materially affect the company’s business in a key market – they need to be reflected before publication.
The SEC shutdown: Then came an unexpected delay. In October 2025, the US federal government entered a shutdown – and the SEC stopped reviewing the prospectus entirely.
The demerger was originally set to complete on 10 November, but had to be pushed back. Linklaters had to find a different regulatory path to get the prospectus published in New York while the AFM and FCA continued on their own timetable.
The deal finally completed on 6 December 2025.
Trainees and junior associates were heavily involved – particularly on the operational separation work. The scale of this deal meant there were real opportunities for trainee involvement.
Owning entire countries: The Linklaters team allocated individual countries to trainees and junior associates. Each junior was involved in all elements of the separation in their assigned countries – from getting new companies formally set up and registered, to coordinating with local counsel, to gathering the required information from Unilever's legal team on the ground. Instead of having one narrow task on a huge deal, each junior had a full picture of how the separation played out in their countries.
Working with local counsel: For each country, Linklaters worked with local law firms who knew the domestic rules. The juniors were often the main point of contact – reaching out to local counsel, getting advice on what was needed to register a new entity or transfer a business, and then working with the client to progress that process. They also provided regular status updates to the wider team, maintained trackers and flagged issues as they came up.
Why this matters: On a deal that involved 80+ jurisdictions, this kind of work isn't peripheral – it's actually what keeps the whole thing moving. The Linklaters trainees were encouraged to take ownership, and build working relationships with both local counsel and Unilever contacts directly. That's the kind of client-facing, cross-border exposure that not all law firms offer this early in your career.
This deal reflects a few broader shifts that aspiring commercial lawyers should be aware of.
You might have written “I want to work on complex, cross-border transactions” in an application before.
Now you know exactly what that looks like in practice (and in your next Linklaters application) you've got a strong deal to show for it.
