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claim for relief . . . no matter how foolish the investment may appear in retrospect. 68

Nor does the complaint even attempt to plead deficiencies in the deliberative

process that the Trenwick board used to evaluate these mergers. At most, the complaint

points out that Trenwick’s due diligence identified that Chartwell’s reserves might not be

adequate and that a $100 million insurance policy was procured to address that risk.

Although the complaint alleges that the $100 million turned out to not be enough, the

reality is that this part of the complaint indicates that Trenwick in fact conducted due

diligence and obtained $100 million worth of coverage to address a material risk. That

coverage turned out to be inadequate does nothing to suggest that the Trenwick board

acted outside its exculpatory immunity. This sort of quibble does not, in my view, even

raise a due care claim without the pleading of facts suggesting that the original estimate

resulted from gross negligence by the Trenwick directors. Because the complaint

suggests that the amount was set based on advice from professional advisors,69 that

inference is even less sustainable.

In that same vein, it is notable that public documents that the complaint quotes

from and relies upon refer to the fact that the Trenwick board received advice from

investment bankers in connection with the Chartwell and LaSalle mergers, and that these

mergers were approved by the Trenwick stockholders, as well as the stockholders of

Chartwell and LaSalle. Notably, the stockholders of Chartwell and LaSalle received

stock in the Trenwick entity resulting after each merger, not cash.

68 69


§ 141(e).

., 683 A.2d 1049, 1052 (Del. Ch. 1996).


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