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contention that Trenwick and Trenwick America’s financial records were misstated. The

allegations of fraud merely state that the “actual” or “true value” of certain assets and

transactions were fraudulently concealed or misstated.121 The complaint fails to provide

any particulars, such as the specific financial items that were allegedly fraudulent and the

extent of their inaccuracy. Speculative conclusions unsupported by fact do not allege

fraudulent conduct.122 The complaint’s allegations are entirely vague and general, and do

not satisfy Rule 9(b).

In all respects, it is relevant that the complaint does not even attempt to describe

the level of involvement of either the Trenwick or Trenwick America directors in the

preparation of the financial statements and the other disclosures that are challenged. No

effort is made to identify deficiencies in the directors’ process for considering the

financial statements and disclosures. Given that the Litigation Trust’s central theory is

that the Trenwick board was foolish — i.e., pursued a stupid series of acquisitions — and

given that the Trenwick America directors who were employees presumably wished to

remain employed by a solvent entity — it is well-nigh impossible to draw an inference

that these defendants knew they were being stupid and putting the company (and for

some of them, their livelihoods) at stake. Although there is not a duty to plead state of

mind with particularity, the requirement to plead the time, place, and contents of the false

121 122 , Compl. ¶¶ 125, 131. , 634 A.2d at 326 (explaining that conclusions "will not be accepted as true without specific allegations of fact to support them.");

, 174 A.2d 696, 700 (Del. Ch. 1961) (“Using the word ‘fraud’ or its equivalent in any form is just not a substitute for the statement of sufficient facts to make the basis of the charge reasonably apparent.”).


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