Monica Beam, a shareholder of Martha Stewart Living Omnimedia, Inc. (MSO), filed a derivative action against Martha Stewart and the other MSO board of directors, alleging that Stewart breached her duties to MSO by illegally selling ImClone stock and mishandling media attention, thereby jeopardizing the financial future of MSO. Ms. Beam asserted that it would be a futile act to make a demand on the corporation because a majority of the outside directors were not independent of Stewart. Ms. Beam pleaded the particularized facts that director Darla Moore attended a wedding reception hosted by Stewart's personal lawyer for his daughter and was a longtime friend of Stewart; and that director Naomi Seligman made a phone call to publisher John Wiley, Inc., to express concern over a planned book critical of Stewart. Should Ms. Beam be excused from making a demand on the board of directors to pursue the derivative action because the outside directors were not independent of Stewart?
[Beam v. Stewart, 845 A.2d 1040 (Del)]