A recent court decision in New York has cleared the way for Better Home & Finance Holding Co. founder Vishal Garg to continue soliciting shareholder support in his effort to regain control of the company.
The judge declined to halt Garg’s proxy campaign on an emergency basis. Garg was removed as CEO by Better’s board in early August 2026 and replaced by Daniel Lewis. Since then, he has sought written consents from shareholders to remove certain directors, install his own slate and return as chief executive, according to company disclosures.
Better sued Garg in the U.S. District Court for the Southern District of New York, accusing him of violating Sections 13(d) and 14(a) of the Securities Exchange Act. The company alleged he formed an undisclosed “group,” filed inaccurate ownership disclosures and solicited proxies without a compliant proxy statement.
Judge Margaret M. Garnett rejected Better’s request for a temporary restraining order and preliminary injunction, finding that the company had not shown it would suffer irreparable harm if Garg’s solicitation continued.
The court pointed to Garg’s amended filings with the Securities and Exchange Commission (SEC), which incorporated Better’s complaint, as providing shareholders with information about the factual disputes at issue.
“To be clear, the Court makes no finding as to whether Garg’s past (or even present) filings fully comply with all relevant securities regulations,” Garnett wrote. “The relevant inquiry now is whether the total mix of information sufficiently informs shareholders so as to avoid an irreparable future injury. Better has not carried its burden to prove otherwise.”
Garnett also wrote that this was not a case where “the eggs will be difficult to unscramble” solely because of an alleged regulatory violation, signaling that any corporate actions taken after the proxy fight could still be challenged or unwound if needed.
Poison pill, special committee
Separately, in the Delaware Court of Chancery, the judge will decide on a temporary restraining order that halts the operation of a shareholder rights plan and suspends a special committee of the board formed to respond to Garg’s campaign.
The shareholder rights plan, adopted by Better in agreement with Computershare, was crafted to make a change-of-control attempt significantly more difficult.
Under the plan, if any person or group became the beneficial owner of 15% or more of any class of Better’s common stock, or 15% or more of the company’s total voting power, other shareholders have the right to buy additional shares at a steep discount, diluting the would-be acquirer.
Under the arrangement, Better would distribute one Class A right for each share of Class A common stock, one Class B right for each share of Class B common stock and one Class C right for each share of Class C common stock, with an Aug. 31 record date.
Board attacks Garg
A Better spokesperson declined to comment to HousingWire, beyond pointing to a shareholder letter in response to Garg’s consent solicitation. In that letter, the board characterizes Garg’s effort as a “self serving campaign” to oust five directors, replace them with his “hand-picked candidates” and return as CEO.
The company pointed to what it described as Garg’s “poor track record as leader,” asserting that during his tenure, the business generated more than $2 billion in net losses and lost over 90% of its market value as a public company.
“Unfortunately, at a time when the Board needs to be focused on identifying a permanent CEO and overseeing the execution of the Company’s strategy, Mr. Garg continues to press forward with his baseless and distracting campaign,” the board said.
“Over the coming days and weeks, we expect that Mr. Garg will seek to rally support for his cause by claiming that only his strategy, under his oversight, can deliver value for shareholders. But we have seen that movie, and we know how it ended — with persistent losses and billions of dollars of shareholder value destroyed. We have no interest in a sequel, and neither should shareholders.”