Two courts ruled against Better.com's board on the same day, invalidating the poison pill defense and extending founder Vishal Garg's timeline to contest control of the $7.7 billion-valued mortgage lender. The Delaware Court of Chancery and New York Supreme Court issued separate temporary restraining orders blocking enforcement of the rights plan adopted in late March. The dual rulings keep Garg's proxy campaign viable through the rescheduled shareholder meeting, now set for late April.
Better.com's board installed the poison pill March 24, three days after Garg filed preliminary proxy materials seeking to replace five directors. The defense mechanism would have triggered dilution if any shareholder crossed 15 percent ownership without board approval. Garg currently holds approximately 28 percent of the company and argued the pill was adopted without proper notice to existing shareholders. Both courts found enough merit in his Delaware Section 225 and New York Article 78 claims to pause the defense pending full hearings. The New York action also challenges the April meeting itself, which the board called on 45 days' notice instead of the 60 days Garg's team claims the bylaws require.
The rulings matter because they reopen a governance contest most allocators had written off after the pill went up. SoftBank Vision Fund holds roughly 38 percent of Better through its $1.5 billion investment across three rounds since 2019. The Japanese fund backed the current board's decision to remove Garg as CEO in November 2024, installing former Ally Financial executive Kevin Ryan. Garg has since argued the board breached fiduciary duty by rejecting his $500 million recapitalization proposal and moving to dilute his stake. Without the pill, Garg can now solicit proxies freely and potentially force a vote on his slate before the board secures additional financing or a strategic transaction.
Better's cash position adds urgency. The company reported $89 million in liquidity at year-end 2024, down from $340 million twelve months prior, with quarterly cash burn running near $60 million. Management has disclosed it is evaluating a $200 million convertible note and a separate $150 million equity placement, both of which would dilute Garg further if completed before the shareholder vote. The TROs now compress the board's optionality window. If Garg wins enough seats to block or delay either financing, Better faces a refinancing deadline in Q3 2025 when its existing $750 million credit facility matures.
Operators should watch for three specific events. First, full evidentiary hearings in both jurisdictions are scheduled for the week of April 14, likely producing final orders on the poison pill and meeting date within 72 hours. Second, Better's CFO is expected to update liquidity guidance during an April 10 noteholder call, which will clarify whether the company can operate through Q3 without new capital. Third, proxy advisory firms ISS and Glass Lewis typically publish voting recommendations 10 to 12 days before contested meetings, and their stance on Garg's director slate will determine how many passive index holders vote his shares.
The dual TROs preserve Garg's path to board control, but his leverage expires the moment Better closes either financing transaction. SoftBank has not yet disclosed whether it will participate in the equity placement or backstop the convert, and that decision will dictate the shareholder vote math more than any court ruling.
The takeaway
Courts stripped Better.com's poison pill defense, giving Garg a viable path to board seats before the company's $750M credit facility matures in Q3.
Editorial & Disclosure Notice: This article was written with artificial intelligence from public sources and is published without individual human review. Artificial intelligence and other digital tools are also used for research, analysis, editing, formatting, and production. Errors, omissions, outdated information, or inaccuracies may occur. References to companies, brands, products, services, organizations, or individuals are for informational and editorial purposes and do not imply endorsement, sponsorship, affiliation, partnership, or approval unless expressly stated. All trademarks and other intellectual property remain the property of their respective owners. Opinions, analysis, estimates, and commentary are informational only and should not be construed as financial, investment, legal, tax, medical, procurement, or other professional advice. Information may be corrected, clarified, or updated after publication. Corrections or removal requests: jenny@pops4.com.
Want the 60-second program for your specific event?
Enter your event and email — we build it and send the branded proposal before lunch. No obligation.
The branded-identity layer Chiefs of Staff and heritage CMOs route through — your name imprinted on real authorized stock, your pick of 200+ brands and 70,000 products, shipped from one accountable house. Nine editorial desks publish the intelligence those operators read before they sign.
200+authorized brands
70,000products · virtual proof on each
9 deskspublishing daily
1997one house, since
70,000 SKUs · virtual proof in 60 seconds · no platform fee · blind-shipped · ASI #217876
Your next customer won't visit your website. Their AI will.
AI assistants have quietly taken over the first step of buying — they answer from catalogs they can read and shortlist whoever can actually ship. Two questions now decide whether you exist to that buyer: can a machine read your catalog, and can you fulfill the order. Most brands fail one or both and never find out why the orders went elsewhere. The winners of this shift aren't the loudest. They're the most readable. Build for the machine that's about to do the shopping.
Built by the craft floor — apparel, media, packaging, and secure print.
This trade runs on hands, not desks. Imprint manufacturing & Komori heritage press through approved vendors · Canon high-speed secure-media operations is a craft floor — genuine Six Sigma discipline applied to ink, thread, foil, and registration, where a hundredth of an inch is the difference between a brand that reads serious and one that reads cheap. POPS4 is built by exactly those operators: independent, boots-on-the-ground engineers who carry their own book, read a client in microseconds, and put their name on every run. Beyond our own Virginia Beach floor, we work with a vetted network of craft manufacturers across the US — each meeting the highest excellence in QC standards in the industry, each a specialist in its own discipline — so apparel, hard-goods imprinting, media manufacturing, packaging, and secure printing all go to the bench built for them, coordinated from one accountable hub. Short-run from twenty-five units, volume to five hundred thousand. Two hundred authorized national brands, seventy thousand SKUs with virtual proofing on every one. Art archived for instant reorders. Net-thirty corporate terms, NDA-standard white-label — your name on the work, or none at all.
Strategy, positioning, identity, creative, and messaging — wired into an AI system that publishes and distributes on its own. Nine editorial desks generate the authority, the production house ships the physical proof, and the attribution layer tells you which post sold which SKU. What you get is an operating layer — content, catalog, and order path under one roof — that keeps working whether or not you are in the room. Built for principals who would rather own the machine than rent the agency.
Named-account programs — one desk, quiet delivery, NDA-standard.
One point of contact who already knows the file, so nothing restarts from zero between engagements. The work ships blind, under NDA, with your name on it or none at all. Built for single-family offices, heritage-house CMOs, sports-ownership groups, and the agencies that white-label our production. The relationship is the product; the merch is the proof of it.
SFO · Chief of Staff desk. Principal household, properties, aircraft, yacht, calendar, philanthropy — one file.
Shop seventy thousand products. Virtual proof on every one. 24/7.
Drop your logo on any product and see the virtual proof before asking. Quote routes direct to the desk. MCP catalog for AI agents. Celeste for the fast conversation. Full self-service checkout in development.