Assumed Notes. But Trenwick America also emerged out of the internal restructuring as
the subsidiary under which all of Trenwick’s U.S. subsidiaries operated. For the year
ending December 31, 2002, these consolidated American operations generated
approximately 52% of Trenwick’s revenues, generating $571 million in annual revenue.77
One can accept the notion that Trenwick as a whole, and Trenwick America, in
general, emerged from the Chartwell and LaSalle transactions as a more leveraged
organization. Trenwick also was a much larger overall operation, having absorbed
Sorema, Chartwell, and LaSalle in less than four years.
What the complaint fails to plead are facts supporting an inference that Trenwick
America was insolvent as of the time of the restructuring, much less that the Trenwick
directors believed that to be the case. In this connection, it is important to recognize that
the plain terms of documents the complaint draws from and references to — the LaSalle
merger proxy and the Trenwick/LaSalle Joint Proxy Statement — explain the purpose of
the restructuring. Namely, the restructuring was undertaken in order to create chains of
American, English, and Bermudan subsidiaries, chains that would enable favorable tax
treatment for Trenwick.
The complaint fails to articulate a rational premise for the notion that the
restructuring, and the allocation of Trenwick’s debt among the various chains, had some
other, less obvious, and more nefarious purpose. In particular, there are no facts pled that
support a rational inference that Trenwick’s board believed it was structuring the chains
77 Stone Aff. Ex. 1 at 11 (Trenwick America Amended Disclosure Statement For Plan Of Reorganization).