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says that the Trenwick directors must have known those claims were untrue.

25 : The complaint alleges, without factual support, that Trenwick America was “insolvent” before Chartwell was acquired and after it was acquired. When I say without factual support, I mean that nothing in the complaint supports the assertion. Nothing.

B. The LaSalle Merger And Corporate Reorganization

The complaint then challenges the reorganization of Trenwick’s business lines in

connection with the LaSalle merger and Trenwick’s redomiciliation in Bermuda. As

explained in the previous section, the internal reorganization and LaSalle merger resulted

in a corporate structure in which Trenwick had: (1) a chain of Bermuda subsidiaries; (2)

a chain of American subsidiaries; and (3) a chain of U.K. subsidiaries.

On this score, the complaint achieves a level of obscurity and incomprehensibility

that is truly remarkable. Describing the reorganization tritely as a “three card monte,”26

the complaint then goes on to explain the reorganization in an unfathomable manner.

Here is my best attempt to articulate what it is about the reorganization that offends the

Litigation Trust.

First and foremost, the Litigation Trust contends that the reorganization was

undertaken for the benefit of Trenwick, as a public holding company, and “without

regard to the best interests of the [Trenwick America] stockholders.”27 This, of course, is

internally inconsistent. Trenwick owned all of the equity of Trenwick America.

25

¶ 98.

26

¶ 74.

27

¶ 75.

21

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