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by coloring the entity and its subsidiaries an even deeper shade of red by increasing their

debt in connection with the LaSalle acquisition.

Finally, the defendant professional advisors (the “defendant advisors”) are charged

with conspiring with the Trenwick and Trenwick America directors and, redundantly, of

aiding and abetting their breaches of fiduciary duty and fraud. These advisors also are

accused of professional malpractice for failing to protect Trenwick America, the

corporate child, from harm in the advisors’ capacity as advisors for Trenwick, the parent.

G. The Current Motions Before The Court

All of the defendants have moved to dismiss the complaint, primarily for failure to

state a claim. The standard of review that applies on a motion to dismiss under Rule

12(b)(6) is familiar. All inferences from well-pled allegations of fact in the complaint

must be construed in favor of the plaintiff,53 but the court should not give weight to

conclusory allegations not grounded in allegations of fact.54 In evaluating the complaint,

the court may also consider the unambiguous terms of those documents incorporated by

reference in the complaint, especially when evaluating a claim that those documents

make material misstatements of fact.55 Here, although the complaint cites specifically

53 54 55

, , ,

., 498 A.2d 1099, 1104 (Del. 1985). ., 634 A.2d 319, 326 (Del. 1991). , 897 A.2d 162, 169 (Del. 2006) (explaining that in

limited circumstances courts may consider the plain terms of documents incorporated in the complaint without thereby converting the motion into one for summary judgment);

, 669 A.2d 59, 69 (Del. 1995);

, 757 A.2d 720, 727 (Del. Ch.


, 1997 WL 599539, at *4 (Del. Ch. Sept. 24, 1997); , 832 A.2d 129, 139 (Del. Ch. 2003) (“a complaint may, despite

allegations to the contrary, be dismissed where the unambiguous language of documents upon which the claims are based contradict the complaint's allegations.”).


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