IN RE HEALTHSOUTH CORP. SHAREHOLDERS LIT.

Civ. A. No. 19896.

845 A.2d 1096 (2003)

In re HEALTHSOUTH CORP. SHAREHOLDERS LITIGATION.

Court of Chancery of Delaware, New Castle County.

Decided: November 24, 2003.


Attorney(s) appearing for the Case

Ronald A. Brown, Jr., Prickett Jones & Elliott, P.A., Wilmington, DE; Frank P. DiPrima, Convent Station, NJ, for Plaintiffs.

William D. Johnston, Sara Beth A. Reyburn, and Dawn M. Jones, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Thomas J. Hall, Thomas V. Sjoblom, Scott S. Balber, and Jeffrey I. Wasserman, Chadbourne & Parke, LLP, New York City, for Defendant Richard M. Scrushy.

Steven J. Rothschild, Edward P. Welch, Stephen D. Dargitz, and T. Victor Clark, Skadden Arps Slate Meagher & Flom, LLP, Wilmington, DE, for HealthSouth Corporation.

Stephen C. Norman, Richard L. Horwitz, and Richard L. Renck, Potter Anderson & Corroon, LLP, Wilmington, DE, for Individual Defendants.

Andre G. Bouchard, Bouchard Margules & Friedlander, P.A., Wilmington, DE, for the Special Litigation Committee of the Board of Directors of HealthSouth Corporation.


OPINION

STRINE, Vice Chancellor.

In this opinion, I address a motion for summary judgment in this derivative action filed by stockholders of HealthSouth, Inc. The plaintiffs' motion seeks relief for a transaction in which defendant Richard M. Scrushy, HealthSouth's former Chairman and Chief Executive Officer, extinguished a loan of over $25 million that he owed to the company. In that transaction, Scrushy gave...

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