Courts in New York and Delaware issued temporary restraining orders Tuesday blocking Better.com's poison pill defenses, clearing the procedural path for founder Vishal Garg's proxy campaign to proceed to a shareholder vote. The rulings mark the first judicial victories in Garg's months-long effort to reclaim operational control of the digital mortgage lender he founded in 2014 and later took public via SPAC at a $6.9 billion valuation in 2021.
Better's board, led by interim CEO Daniel Lewis, had deployed standard poison pill provisions in late February designed to dilute any investor crossing the 15% ownership threshold without board approval. Garg, who currently holds roughly 27% of the company through various vehicles, challenged the measures as improperly adopted and anti-shareholder. The dual restraining orders prevent Better from enforcing the dilution mechanisms while discovery proceeds, though neither ruling addresses the underlying merits of Garg's governance claims. Lewis issued a letter to shareholders March 18 urging rejection of Garg's slate, citing operational stability concerns and describing the proxy fight as disruptive to capital-raising efforts.
The fight matters because Better sits at the center of mortgage origination technology infrastructure serving 8,000+ loan officers across 330 retail branches, with annualized origination volume near $14 billion as of Q4 2024. Garg's removal as CEO in November 2024 followed a tenure marked by repeated restructurings, including the widely covered Zoom layoff of 900 employees in December 2021 and subsequent workforce reductions totaling another 3,000 staff through mid-2023. The company burned through over $1.2 billion in venture and SPAC capital since founding, with cash runway a persistent concern among the 42 institutional holders still in the cap table. If Garg regains control, his stated priority is redirecting product development toward AI-driven underwriting automation that competes directly with Fannie Mae's Desktop Underwriter platform, requiring fresh capital injections the current board has struggled to secure.
The temporary nature of the restraining orders creates a defined timeline pressure. Discovery deadlines run through mid-April, with preliminary injunction hearings scheduled in both jurisdictions for the week of April 21. Simultaneously, Better must mail proxy materials for its annual meeting no later than April 30 under Delaware law, meaning the board faces a 40-day window to either settle with Garg, prevail on preliminary injunction arguments, or proceed to a contested vote where his 27% stake and allied shareholders could flip board composition. Credit Suisse, which holds $180 million in Better's term debt at a 12.5% coupon, has contractual rights to demand acceleration if control changes occur without lender consent, adding a debt restructuring variable to the proxy math.
Garg has not disclosed whether he has secured committed equity to fund operations post-takeover, nor whether he has pre-negotiated terms with Credit Suisse on the acceleration waiver. The board's Lewis letter referenced ongoing discussions with two unnamed strategic acquirers and one financial sponsor regarding minority investments at a $400 million post-money valuation, down 94% from the SPAC price. Those talks stall if Garg wins, but proceed if he loses and agrees to exit his stake at a discount. The court calendar now sets the pace for both deal tracks.
The takeaway
Dual TROs give Garg 40 days to flip Better's board or negotiate exit; debt acceleration and $400M valuation talks hinge on April rulings.
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.
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