A Delaware Chancery Court judge granted a temporary restraining order against Better.com's poison pill defense on Monday, stripping the board of its primary tool to block founder Vishal Garg's proxy campaign. The ruling allows Garg to proceed with his effort to install five directors at the May annual meeting, with the record date now set for May 15. A parallel New York state court decision dismissed Better's attempt to invalidate Garg's director nominations on technical grounds.
Garg, who founded the digital mortgage lender in 2014 and remains its largest individual shareholder, initiated the proxy fight after the board adopted a shareholder rights plan in March without stockholder approval. The poison pill—triggered at 15% ownership—was explicitly designed to dilute any party attempting to accumulate control. Garg currently holds approximately 28% of Better's equity through various entities, a position he built during the company's post-SPAC collapse when its enterprise value fell from a $7.7 billion peak in 2021 to under $500 million by early 2024. The court's restraining order suspends the rights plan pending a full hearing, scheduled for late May, though legal observers note these temporary orders often forecast the merits ruling.
The dual court victories matter because they expose the narrow path boards have to resist founder-led reconsolidation after a failed public market debut. Better's poison pill was adopted without the customary stockholder vote, relying instead on a board interpretation of Delaware law that permits defensive measures when a threat is "imminent." The Chancery Court's willingness to issue a TRO suggests skepticism that Garg—already the largest holder and a sitting board member until his recent resignation—constitutes the type of hostile threat that justifies unilateral defenses. The company's attempt to disqualify Garg's nominees in New York state court, arguing procedural defects in his notice filings, failed on similar reasoning: courts are reluctant to let boards use technicalities to block shareholders who followed the advance notice bylaw in substance.
The practical effect is that Better's board now enters the proxy contest without its primary deterrent and with a compressed timeline. Garg's slate seeks five of nine seats, which would give him operational control without triggering a full change-of-control that might accelerate debt covenants or vendor contracts. The company has not yet named its own slate, though it will need to do so by the record date to give shareholders a choice. Better's remaining levers are limited: it can argue Garg's plan lacks merit, but it cannot prevent the vote itself. The board's credibility is further strained by the fact that it approved Garg's return as CEO in early 2024 after his firing in 2022, a reinstatement that undercut its current argument that his leadership poses a risk.
Operators and allocators should track three developments. First, whether Better's board attempts to settle by offering Garg a negotiated board refresh before the May meeting—settlements are common once the poison pill falls. Second, whether Garg discloses a financing plan or buyer interest; his campaign materials have hinted at taking the company private, but no firm offer has surfaced. Third, the full Chancery Court hearing in late May will test whether Delaware's poison pill jurisprudence has shifted after a series of recent rulings skeptical of unilateral board defenses in post-SPAC companies with concentrated ownership. The timeline is tight: record date May 15, annual meeting likely in mid-June, and Chancery ruling before then.
Better originated $7.1 billion in home loans during Q1 2024, placing it in the top twenty U.S. mortgage lenders, though still far from the top-three position Garg targeted when the company went public via SPAC in 2021.