OPINION
KIRSCH, Chief Judge.
PricewaterhouseCoopers, LLP (including its predecessor Coopers & Lybrand) ("PwC") brings this interlocutory appeal contending that the trial court erred in denying its motion to dismiss the complaint of James D. Massey and Dennis E. Murray, Sr. (together, "Massey/Murray"), former directors of Conseco, Inc. ("Conseco"). On appeal, PwC raises three issues of which we find the following to be dispositive: whether Massey/Murray...
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