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