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statements, precisely what was said, and why what was said was likely, given known

facts, to have been a consciously false estimate of the future. To that point, the Litigation

Trust does indicate that Trenwick estimated that operational synergies of a certain level

could be achieved as a result of the Chartwell merger. It nowhere explains why those

estimates were not responsible ones and the mere fact that Chartwell’s reserves turned

out to be too low does not give rise to an inference that the estimates of operational

synergies that could be achieved by combining the insurance operations of Trenwick and

Chartwell were irresponsibly prepared. The same deficiency afflicts its allegations

regarding the disclosed estimates of the possible claims faced by Trenwick’s operating

insurance businesses. There are no pled facts, aside from an indication that those

estimates turned out to be too low, that suggest that the estimates were irresponsibly

prepared, much less that they were intentionally understated by Trenwick or Trenwick

America insiders.120

Even as to harder information, the complaint is entirely conclusory. No facts are

included that indicate when or how specific information was fraudulently concealed by

the directors nor is any specific information pled supporting the Litigation Trust’s

*3, (Del. Ch. Oct. 19, 2004) (“to the extent that plaintiff is arguing that any statements of opinion rise to the level of a fraudulent representation, [such] statements. . . are mere puffery and cannot

form the basis for a fraud claim”);

, 788 A.2d 544,

554 (Del. Ch. 2001) (explaining that predictions about the future and mere opinions cannot give rise to actionable common law fraud); , 112 A.2d 30, 37 (Del. 1955) (stating that it is a general rule that mere expressions of opinion as

to probable future events, when clearly made as such, cannot be deemed fraud or misrepresentations) (citations omitted);

., 75 F.3d 801, 811 (2d. Cir. 1996) (explaining that optimistic forward-looking statements that a company would perform well are the type of puffery that bespeak caution and are generally not actionable).


, 1998 WL 914265, at *4-*5.


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