In re Martha Stewart Living Omnimedia, Inc. Stockholder LitigationAnnotate this Case
In this consolidated class action, former stockholders of Martha Stewart Living Omnimedia, Inc. (MSLO) brought claims against Martha Stewart, MSLO’s former controlling stockholder and namesake, for breach of fiduciary duty and against Sequential Brands Group, Inc., (Sequential), a third-party buyer, for aiding and abetting that breach. The claims arose from a transaction whereby MSLO was acquired by Sequential in a merger. At issue was whether Stewart leveraged her position as controlling stockholder to secure greater consideration for herself than was paid to the other stockholders as a result of the merger. Stewart and the Sequential defendants brought motions to dismiss. The Court of Chancery granted the motions, holding that the complaint failed to state a claim for breach of fiduciary duty against Stewart, and therefore, the court need not reach the question of whether the complaint adequately pleaded the other elements of aiding and abetting a breach of fiduciary duty.