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corporation’s creditors, as an object of their fiduciary beneficence, the plaintiff must

plead facts supporting an inference that the corporation was in fact insolvent at the

relevant time.72 Here, the Litigation Trust cursorily alleges that Trenwick and Trenwick

America were insolvent, not just after, but even before the Chartwell and LaSalle

mergers, and irrespective of the fact that Trenwick did not file for bankruptcy until

August 2003. The most specific allegation of the complaint alleges that the U.S.

subsidiaries that ended up under Trenwick America after the post-LaSalle reorganization

(e.g., Insurance Company of New York, Chartwell Reinsurance, and Trenwick America

Reinsurance Corporation) had a fair market value of $565 million before the

reorganization but that once these entities became subsidiaries of Trenwick America

through the merger, their net book value was reduced to only $204 million73 because

Trenwick America had increased the debt it was responsible for after the merger by

becoming the primary obligor of the $260 million revolver, remaining as a secondary

guarantor of $230 million letter of credit, and taking on liability for the $190 million in

Assumed Notes. That was a sizable reduction, no doubt, but one that left Trenwick

America well north of insolvency, having a net book value of over $200 million.74

Because the complaint fails to plead facts supporting a rational inference that Trenwick



., 864 A.2d 930, 947

(Del. Ch. 2004), Compl. ¶ 89. , 875 A.3d 632 (Del. 2005). 73 74 Insolvency in fact occurs at the moment when the entity “has liabilities in excess of a reasonable market value of assets held.” 2005 WL 2709639, at *6 (Del. Ch. Oct. 14, 2005) (quoting 784, 789 (Del. Ch. 1992)). , , 621 A.2d


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