through then Vice-Chancellor, now Chief Justice Steele, has noted that this is not a novel
concept, but a long “settled rule of law.”90
Here, that settled rule of law is of critical importance. The only Trenwick
America director on the Trenwick board was defendant James Billett, who was CEO of
Trenwick. The remaining members of the Trenwick America board were also employees
of Trenwick and Trenwick America. That is, all Trenwick America owed their
employment to Trenwick.
The Litigation Trust tries to argue that this mundane fact supports an inference of
disloyalty and conflict of interest. In its fiduciary duty count, the Litigation Trust states
that the Trenwick America directors “did not exercise their independent, disinterested
business judgment as to the [challenged transactions], as they were all officers of
Trenwick America and owed their livelihood to [Trenwick America’s] controlling
shareholder, [Trenwick].”91 Insofar as this statement is intended to suggest a motive on
the part of the Trenwick America directors to injure the long-term health of that entity, it
fails entirely of its purpose.
Indeed, the complaint as a whole suggests that the directors of Trenwick America
had every interest in ensuring that the company would remain profitable. They owed
their salaries to the company and had accepted replacement options in the new Trenwick
resulting after the LaSalle merger. One cannot conjure up from the absence of facts in
the complaint a scenario whereby these directors had a personal motive to undermine the
, 1998 WL 13858, at *2 (Del. Ch. Jan. 6, 1998) (quoting , 313 A.2d 899, 902 (Del. 1965). Compl. ¶ 100.