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Beam v. Stewart
Beam is a ruling on a defendant's 23.1 motion to dismiss. The defendants are arguing that demand was not futile under the relevant test, and plaintiffs should have properly made demand. It is important to your understanding of Beam to remember that when the court approaches the question of interestedness and independence of the board in a 23.1 motion to dismiss, the board enjoys the benefit of the business judgment presumption. That means the plaintiff in its pleadings must allege facts to overcome that presumption. Mere statements that board members are either interested or not independent will not be sufficient to establish demand futility.
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