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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

90

91

, 1998 WL 13858, at *2 (Del. Ch. Jan. 6, 1998) (quoting , 313 A.2d 899, 902 (Del. 1965). Compl. ¶ 100.

);

56

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