Seinfeld v. Bays

This appeal arises from a four-count complaint brought by plaintiff against Hospital Corporation of America (HCA), Baxter Healthcare Corporation (Baxter), as nominal defendant, and against the former directors of American Hospital Supply Corporation (American).

Counts I and II of the complaint asserted shareholders’ derivative claims, on behalf of Baxter, against HCA and the individual defendants. Counts III and IV asserted individual claims on behalf of all persons holding an ownership interest in the common stock of American at the time American merged with Baxter. The trial court dismissed…