WOOD, Circuit Judge.
This is a shareholder derivative suit arising out of the protracted, and ultimately unsuccessful, efforts of Baxter International, Inc., to fix various problems with a medical device called the Colleague Infusion Pump. Westmoreland County Employee Retirement System (Westmoreland) alleges that Baxter's directors and officers breached their fiduciary duties by "consciously disregard[ing] their responsibility to bring Baxter into compliance with...
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