Courts in New York and Delaware issued coordinated temporary restraining orders blocking Better.com's poison pill defense, allowing founder Vishal Garg's proxy campaign to proceed without dilution countermeasures. The dual rulings arrived within hours of each other, dismantling the shareholder rights plan the board adopted in response to Garg's activist positioning. Better had triggered the pill after Garg accumulated additional shares and filed proxy materials in late March, claiming his stake posed a change-of-control threat to the digital mortgage lender.
The New York Supreme Court and Delaware Court of Chancery both found Better's board failed to demonstrate sufficient urgency to justify activating the poison pill ahead of the scheduled June annual meeting. Delaware Vice Chancellor Lori Will noted the company presented no evidence Garg intended imminent harm, while New York Supreme Court Justice Andrew Borrok ruled the pill exceeded reasonable defensive measures under the circumstances. The restraining orders remain temporary pending full hearings, but the coordinated timing suggests judicial skepticism toward Better's defensive posture. Garg currently holds approximately 15 percent of Better's equity through direct and derivative positions, enough to force a contested vote but short of control.
The ruling shifts leverage decisively toward Garg in what has become a three-year governance standoff at the SPAC-listed mortgage company. Better's board installed professional management after Garg's December 2021 Zoom-call mass layoff triggered employee exodus and reputational damage, reducing his operational role while he remained a director and significant shareholder. The poison pill represented the board's nuclear option to prevent him from reconsolidating control through open-market purchases or dissident slate election. With that mechanism now enjoined, Garg's proxy materials will circulate to shareholders without the threat of position dilution, and he can continue accumulating shares through the tender period.
The mechanics matter for distressed-mortgage specialists and SPAC restructuring desks. Better went public via Aurora Acquisition Corp in a transaction that valued the company at $7.7 billion pre-money in August 2021, weeks before Garg's leadership implosion. The stock now trades at roughly $0.85, implying an enterprise value near $340 million after accounting for cash burn and debt. If Garg wins proxy votes or accumulates past 20 percent ownership, he regains effective veto power over asset sales, merger proposals, or any recap that doesn't preserve his equity position. The company has been exploring strategic alternatives since mid-2023, but no transaction has materialized—likely because Garg's overhang complicates clean exit scenarios for current institutional holders.
Operators should monitor three specific developments. First, whether Better's board appeals the temporary restraining orders or allows them to convert to preliminary injunctions at upcoming hearings, expected within 30 days. Second, Garg's SEC filings for additional share purchases; he has until 14 days before the annual meeting to finalize his dissident slate and ownership position. Third, any announcement from Better regarding postponement or rescheduling of the June meeting, which would signal the board is negotiating a settlement rather than proceeding to a contested vote.
The dual rulings create a narrow window where Garg can acquire shares at SPAC-wreckage pricing without dilution risk, while the board lacks viable defenses short of a pre-emptive sale. That asymmetry rarely lasts long in Delaware corporate standoffs.