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P owns shares of D. P filed a derivative action D, five other members of D's board of directors, and former board member L. John Doerr. When P filed the complaint the board of directors consisted of six members: Stewart, Sharon L. Patrick, Arthur C. Martinez, Darla D. Moore, Naomi O. Seligman, and Jeffrey W. Ubben. P alleged breaches of Stewart’s fiduciary duties of loyalty and care for her illegal sale of ImClone stock and the improper handling of the media attention P did not make a demand on the board pursuant to Rule 23.1 before she filed. P alleged futility in that the majority of the directors were not disinterested. P alleged that Stewart's potential civil and criminal liability for the acts rendered Stewart an interested party and therefore unable to consider demand. P alleged that Patrick's position as an officer and inside director, together with the substantial compensation she receives raised a reasonable doubt as to her ability objectively to consider demand. P claimed that Martinez and Moore were longstanding personal friend of defendants, Stewart and Patrick. P also presented evidence that Seligman tried to stop a book highly critical of Stewart from being published. D moved to dismiss on grounds that P had failed to make a demand on the board. The Chancellor concluded that the complaint alleged sufficient facts to support the conclusion that two of the directors, Stewart and Patrick, were not disinterested or independent for purposes of considering a presuit demand. It dismissed the suit and P appealed.

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