DECISION AND ORDER ON DEFENDANTS’ MOTIONS TO DISMISS COUNTS 2, 6, 7, 14, AND 18

In late December 2007, Basell AF S.C.A. 0‘BaseH”), a Luxembourg entity controlled *433by Leonard Blavatnik (“Blavatnik”), acquired Lyondell Chemical Company (“Lyondell”), a Delaware corporation headquartered in Houston — forming a new company after a merger (the “Merger”), LyondellBasell Industries AF S.C.A. (as used by the parties, “LBI,” or here, the “Resulting Company”),1 Lyondell’s parent — by means of a leveraged buyout (“LBO”). The LBO was 100% financed by debt, which, as is typical in LBOs, was secured not by the acquiring company’s assets, but rather by the assets of the company to be acquired. Lyondell took on approximately $21 billion of secured indebtedness in the LBO, of which $12.5 billion was paid out to Lyondell stockholders. ■

In the first week of January 2009, less than 18 months later, a financially strapped Lyondell filed a petition for chapter 11 relief in this Court.2 Lyondell’s unsecured creditors then found themselves behind that $21 billion in secured debt, with Lyondell’s assets effectively having been depleted by payments of $12.5 billion in loan proceeds to stockholders. Lyon-dell’s assets were allegedly also depleted by payments incident to the LBO and the Merger — of approximately $575 million in transaction fees and expenses, and another $337 million in payments to Lyondell officers and employees in change of control payments and other management benefits.

Those events led to the filing of what are now five adversary proceedings — three against shareholder recipients of that $12.5 billion, one dealing with unrelated issues,3 and one other — this action, which was originally the first of the five — against Blavatnik and companies he controlled; Lyon-dell’s officers and directors; and certain others.4

In-his Amended Complaint (the “Complaint”5) in this adversary proceeding (brought} like the others, under the umbrella of. the -jointly administered chapter 11 cases of Lyondell, the Resulting Company and their affiliates (the “Debtors”)), Edward S. Weisfelner (the “Trustee”), the trustee of the LB Litigation Trust (one of two .trusts formed to prosecute the Debtors’ claims), asserts a total of 21 claims against the defendants in this action. The 21, claims variously charge breaches of fiduciary duty; the aiding and abetting of those alleged breaches; intentional and constructive fraudulent conveyances, unlawful dividends, and a host of additional bases for recovery under state law, the Bankruptcy Code, and the laws of Luxem*434bourg, under which several of the Basell entities were organized.6 The Complaint also seeks to equitably subordinate defendants’ claims that might otherwise be allowed.

The Trustee’s Complaint, in turn, engendered a large number of motions to dismiss. This , is one of several opinions ruling on those motions7 — diere relating to Counts 2, 6,7,14 and 18:

— Count 2 seeks the avoidance and recovery from Nell Limited (“Nell”), AI Chemical Investments LLC (“AI Chemical”) and Blavatnik of certain “ToeHold” payments made by Basell Funding S.a.r.l. (“Basell Funding”) and Lyondell-Basell Finance Company (“LB' Finance”)8 as intentional fraudulent conveyances under applicable , state law and sections 544, 548(a)(1)(A) and 550 of the Bankruptcy Code;

— Count 6 is a claim for mismanagement and breach of duty under Luxembourg law against Blavatnik; 9

— Count 7 is a tort claim under Luxembourg law against Blavatnik, Alan Bigman (“Bigman”10), Philip Kassin (“Kassin”), Lincoln Benet (“Benet”) and the legal representative of the estate of Richard Floor Floor” 11);

— Count 14 is a claim for unlawful ‘ distribution and . extra-contractual tort under Luxembourg law against Blavatnik, Bigman, Kassin, Floor, BI S.a.r.l., Alex Blavatnik12 and Peter Thoren (“Thoren”); and

— Count 18 is a claim for aiding and abetting breach of fiduciary duty under Luxembourg law and applicable state law against Nell, Access Industries .Holdings LLC (“Access Holdings”), Access Industries, Inc. (“Access Industries”), AI,International S.a.r.l. (“AI International”) and AI Chemical.

Defendants move to dismiss under Fed. R. Civ. P. 12(b)(6) for failure to state a claim on which relief can be granted as to Counts 2, 7, 14 and 18, as well as for *435forum, non conveniens as to Counts 6, 7, 14 and 18 (which are based in large part on Luxembourg law).13 Alternatively, select defendants also move for a more definite re-statement of Count 18 pursuant to Fed. R. Civ.P. 12(e).14

For the reasons set forth below,' the Court:

(1) Grants the motions to dismiss Count 2 for intentional fraudulent conveyance under applicable state law and the Bankruptcy Code;

(2) Grants the motions to dismiss Count 7, but with leave for the Trustee to replead;

(3) Denies the motions to dismiss Counts 14, with leave to renew such motions following the submission of supplemental' analysis by experts on Luxembourg law;

(4) Grants the defendants’ motion for a more definite statement under Rule 12(e), and grants the motions to dismiss Count 18 to the extent any claims for aiding and abetting breach of fiduciary duty rest under (i) Luxembourg law, and (ii) Texas law against Nell, Access Industries and AI International; and

(5)Denies the motion to dismiss. Counts 6, 7, 14, and 18 under the doctrine of forum non■ conveniens.

Facts15

A The Access/Basell Parties

As alleged in the Complaint,16 Blavatnik, a self-described strategic investor known for his role in Soviet privatization auctions of the 1990s, is the founder and Chairman of Access Holdings, a Delaware limited liability company. Over the years, Blavatnik accumulated a portfolio of investments in oil, coal, aluminum, petrochemicals, plastics, telecommunications, media, and real estate, including,- in May 2005,.a stake in Basell, an international chemicals company based in the Netherlands.17

Blavatnik -sought to avoid tax liabilities by arranging whenever possible to have payments to him made on his behalf to Nell, which is organized under the laws of Gibraltar, and an indirect subsidiary of Access Holdings and AI International (a Luxembourg entity). Nell, in turn, owned BI 'S.a.r.1., another Luxembourg entity that allegedly operated as a “mere department” of both Nell and Nell’s shareholders.” 18 Following Basell’s acquisition (and until the Lyondell Merger), BI S.á.r.1, held 99.99% of Basell’s stock.19

*436 B. The Merger

1.Early Negotiations

Before the Merger, Lyondell was a publicly traded chemicals company based in the United States led by CEO Dan Smith, who was also a director on Lyondell’s Board, along with 10 outside directors.20 In April 2006, Blavatnik and Kassin, head of M & A and Financing for Access Holdings, held talks' with representatives of Lyondell, including Smith, regarding a'potential acquisition, at a price of $24 to $27 per share, which was about 10% above the range at which Lyondell’s stock was then-trading. Smith "told Kassin that any offer would have to start with at least a 20% premium above Lyondell’s most recent closing share price.21 When Access Holdings made its formal offer to. purchase Lyondell for $26.50 to $28.50 on August 10, 2006, the offer- was rejected by Lyondell’s Board.22

Notwithstanding the rejection, Blavatnik continued to be interested in a" possible acquisition of Lyondell. When Lyondell’s shares rose past $30 per share in February 2007 (following Lyondell’s acquisition of CITGO’s joint venture interest in a Houston refinery that Lyondell and CIT-GO had jointly owned), Blavatnik had Merrill, Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), which had been retained back in 2006 to advise Access Holdings on a potential acquisition of Lyondell, revise its models based on an acquisition price of $35 to $38 per Lyondell share.23

2. The Toe-Hold. Position and “Refreshed” Projections

In early 2007, Merrill Lynch suggested that Access Holdings should 'proceed with acquiring Lyondell by first establishing a so-called “toe-hold” position in Lyondell of up to 14.9%. Blavatnik then formed AI Chemical, a Delaware entity wholly-owned by Blavatnik, for the purpose of acquiring this toe-hold position.24

On May 4, 2007, AI Chemical entered into a forward contract with Merrill Lynch (the “Forward Contract”) to purchase 20,-990,070 shares of Lyondell stock at $32.11 per share; which was described in AI Chemical’s Williams Act Schedule 13D filing on May 20, 2007. Lyondell also received a letter from AI Chemical and Blavatnik stating that Blavatnik, through AI Chemical, might acquire over 50% of the outstanding stock of Lyondell.25

In response to Blavatnik’s acquisition of the “toe-hold” position, Smith determined that he needed to update Lyondell’s earnings projections to induce Blavatnik to agree to a premium buy-out price. Smith then tasked Robert Salvin, Manager of Portfolio Planning at Lyondell, with preparing “refreshed” projections that were based on fabricated numbers to increase Lyondell’s EBITDA projections in order to support the $48 per share price that Smith wanted Blavatnik to pay.26

3. Subsequent Negotiations and the Merger Agreement

Merger negotiations continued into the summer of 2007, and on July 9, 2007, *437Blavatnik told Smith that Basell would pay $48 per share if Lyondell would sign a definitive agreement by July 16, 2007 and agree to a $400 million breakup fee. Bla-vatnik also indicated that, the Merger would have fully committed financing.27 Smith presented Blavatnik’s new offer, as well as the “refreshed” projections allegedly prepared at Smith’s direction to support the $48 Merger price, for consideration and approval by Lyondell’s Board at a meeting on July 10,2007.28

Around the same time, in anticipation of Lyondell’s Board accepting the $48 per share price, Access Holdings, and the lead banks (which included a different Merrill Lynch entity) that had agreed to finance the Merger, commenced their due diligence review of various business, financial and legal materials provided by Lyon-dell — including the allegedly fabricated “refreshed” earnings projections.29 Financing and due diligence preparations-also included reviewing EBITDA forecasts for Basell, which had likewise been “refreshed” to project a 10% increase of $650 million for the period 2007 through 2011.30

On Monday, July 16,.2007, Access Holdings and Basell made a formal .written proposal to acquire Lyondell for $48 per share.31 As negotiated, the proposal indicated that financing for the Merger had been fully committed by the underwriting banks.32 The proposal was unanimously approved by Lyondell’s Board.33 On or about the same day, the supervisory board of - Basell (the equivalent of a board of directors) likewise voted'to approve the proposed acquisition! Basell board member Kassin, and possibly' Basell’s CEO Volker Trautz, did not support acquiring Lyondell at $4$ per share, and voted against the propbsed Merger.34

4. Deteriorating Conditions and Additional Toe-Hold Acquisition

Lyondell’s- actual earnings for the second quarter of 2007 were below its projections, and' by August, Lyondell’s stock was trading beilow the $48 per share Merger price. Blavatnik and his Access team decided to purchase additional shares of Lyondell to increase Blavatnik’s profit from the Merger.35 On August 21, 2007, using cash that- had been posted to Merrill Lynch as collateral, AI Chemical purchased an additional 8,971,900 shares Of Lyondell on the open market at añ avérage price of $44.21. Combined with its earlier toe-hold acquisition, Blavatnik’s beneficial ownership constituted roughly' 9.85% of Lyondell’s thén total outstanding’stock.36

Lyondell’s third quarter performance likewise fell- short of its projections, by *438approximately 16%.37 Lyondell’s poor performance caused concerns over the . banks’ ability to syndicate the Merger loans, which would have led to increases in interest rates on certain tranches, commitment fees on undrawn portions of certain facilities, and re-tranched debt, on terms more favorable to the banks. . Thus, Access and Basell worked with Lyondell.to develop “reverse engineered” projections for both Lyondell and the new consolidated company for the underwriting lenders, showing forecasts for a huge earnings spike in 2008 (which was allegedly inconsistent with the industry outlook and Merrill Lynch’s own prior analysis), based on. alleged “synergies” of combining Lyondell and Based.38

However, in light of Lyondell’s continued deteriorating performance,. efforts to syndicate thea result, the lead arrangers t.o the Merger loans modified the terms of the financing to limit, lender exposure and reduce the borrowing base (which was. tied to Lyondell’s inventory and receivables).39

5. The Basell Dividend, Merger Closing and Toe-Hold Payments

Just before the closing of the Merger, on December 7, 2007, Basell issued its third shareholder distribution of 2007, for 100 million, bringing the total amount of shareholder distributions, in 2007 to 315 million, or approximately $430 million (the “December Distribution”)40

The Merger closed on December 20, 2007.41 An indirect subsidiary of Basell' was merged into Lyondell, and all of Lyon-dell’s outstanding common stock was converted into the right to receive. $48 in cash. Basell changed its name and became (through the intermediate holding company, Basell Funding), the corporate parent of Lyondell42

, Upon the closing of the Merger, Blavatnik’s toe-hold shares converted into the right to receive approximately $1.2 billion of Merger consideration, netting a profit in excess of $333 million.43 To avoid the bad optics of removing $333.million of equity while syndication of the Merger debt was suffering, and capital gains tax liability, the payment of this $333 million profit was structured in multiple steps, using different Blavatnik controlled entities, as- follows: -

(i) Blavatnik transferred his entire interest in AI Chemical (which consisted solely of the toe-hold Lyon-dell’ shares) to Nell' as a capital *439contribution. When Nell accepted the membership units of AI Chemical, it also assumed AI Chemical’s liability under the Forward Contract with Merrill Lynch.

(ii) Using funds from the Merger loans, Basell Funding purchased Nell’s interest in AI Chemical for $523,822,505, pursuant to a stock purchase agreement (“Toe-Hold Payment I”). Basell Funding took the interest in AI Chemical subject to the terms of the Forward Con- , tract.

(iii) Blavatnik arranged for another affiliated . company, LB Finance, again using, funds obtained through the Merger financing, to loan funds to AI Chemical. AI Chemical drew down the funds (in the amount of $674,328,055) under this loan and instructed LB Finance to pay the funds directly to Merrill Lynch (“Toe-Hold Payment II,” and together with ToeHold Payment I, the “Toe-Hold Payments”).44

Discussion

I.

Pleading Requirements

A Standards for Application of Rule 12(b)(6)

The standards for deciding a motion to dismiss under Rule 12(b)(6) are well known. “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face.”45 But legal conclusions couched as factual allegations are not entitled to the assumption of the truth46 “A claim has facial plausibility,” the Supreme Court has explained:

when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. The plausibility standard is not akin to a probability requirement, but it asks for more than a sheer possibility that a defendant has acted unlawfully. Where a complaint pleads facts that are merely consistent with a defendant’s liability, it stops short of the line between possibility and plausibility of entitlement to relief.47

Determining whether a complaint states a plausible claim for relief is a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.48

A trial court’s function on a motion to dismiss is “not to weigh the evidence that might be presented at trial but merely to determine whether the complaint itself is legally sufficient.”49 A. complaint is “deemed to include any written instrument attached to' it as an. exhibit or any statements or documents incorporated in it by *440reference.”50 Where the plaintiff has relied “on the terms and' effect of a document in drafting the complaint,” the court may consider the document on a dismissal motion,51 Defendants may raise affirmar tive defenses on a motion to dismiss, but only “if the defense appears on the face of the complaint.”52

B. Heightened Requirement Under Rule 9(b)

Further, when a claim is premised on fraud — and the claim for intentional fraudulent transfers in Count 2 is in this category53 -Fed. R. Civ. P. Rule 9(b), which imposes a heightened pleading requirement, applies. The more stringent standard of Rule 9(b) is 'essentially twofold. It requires a plaintiff1 to (i) plead “with particularity, the circumstances constituting fraud or mistake,” and to (ii) establish the defendant’s méntal state.54 While intent may be alleged generally, “the relaxation of Rule 9(b)’s specificity requirement for scienter must not be mistaken for [a] license to base claims of fraud on' speculation and conclusory allegations.”55

Thus, to support a fraud claim, a complaint must “allege facts that give rise to a ‘strong inference’ of fraudulent intent.”56 The Supreme Court has interpreted “strong inference” as requiring an inference to be “more than merely plausible or reasonable — it must be cogent and at least as compelling as any opposing inference of non-fraudulent intent.”57 In determining whether the1'pleadings give rise to a strong ihference of scienter, courts “must take into account plausible opposing inferences.”58

C. Definite Statement Under Rule 12(e)

Fed. R. Civ. P. 12(e), made applicable to adversary proceedings by Bank*441ruptcy Rule 7012, provides that a party may seek “a more definite statement of a pleading to which a responsive pleading is allowed but which is so vague or ambiguous that the party cannot reasonably prepare a response.” The purpose of the rule is to “strike at unintelligibility rather than want of detail.”59 Generally, “Rule 12(e) motions are disfavored because they can be used as a tool for delay,” but where “there actually is a substantial threshold question that may be dispositive, such as a critical date, a more definite statement may be warranted.”60

II.

Motion to Dismiss Count 2 (Nell and Blavatnik)

Count 2 of the Complaint seeks to recover, as intentional fraudulent transfers under sections 544, 548(a)(1)(A), and 550(a) of the Bankruptcy Code and applicable state law, the Toe-Hold Payments that benefit-ted Blavatnik, Nell, and AI Chemical.

This is the Court’s fourth decision addressing the Trustee’s claims of intentional fraudulent conveyance — joining two in the- previously issued Shareholder Fraudulent Transfers Decisions, and one in the Court’s concurrent decision dismissing Count 4 in this action.-. Although the sums that the Trustee seeks to recover in this Count 2 (i.e., the Toe-Hold Payments) differ from the transfers sought in.Count 4 (stock redemption and change, of. control payments; paid to.. Lyondell’s pre-Merger directors and officers) and those addressed in the Shareholder Fraudulent Transfer Decisions (stock redemption by Lyondell’s former (non-D & O) shareholders), they all relate to Merger consideration paid to Lyondell’s shareholders pursuant to the Merger. Arid the factual allegations underlying the scienter for intentional fraudulent conveyance are effectively the same — i.e., the alleged misconduct of Lyondell’s pre-Merger directors and officers in approving the “refreshed” projections and Merger.61

*442Thus, the Shareholder Fraudulent Transfer Decisions' dictate the same conclusion vis-avis the Toe-Hold Payments here. ■ The Trustee has. not sufficiently-alleged that a critical mass of Lyondell’s pre-Merger directors possessed an actual intent to “hinder, delay or defraud” creditors in approving the Merger and LBO ■financing.

Accordingly, for the reasons stated in the Shareholder Fraudulent Transfer Decisions, the Trustee’s claim for intentional fraudulent conveyance in Count 2 is dismissed. ' '

III.

Motions to Dismiss Counts 7, Ik, and 18 (Access Defendants, Floor, and Big-man), or in the Alternative, for a More Definite Statement of Count 18

Counts 7, 14, and 18 of the Complaint assert claims against various defendants under , the laws of Luxembourg. In addition, Count 18 references “applicable state law.”

" Motions to dismiss Counts 7, 14, and 18 for failing to state a claim were filed by defendant Bigman and a group of defendants comprising Benet, Blavatnik, Alex Blavatnik, Kassin, Thoren, Access , Holdings, Access Industries, AI International, and Nell (collectively, the “Access Defendants”). The Access Defendants also move, in the alternative, for a more definite statement of Count 18 pursuant to Fed. R. Civ. P. 12(e), primarily arguing that Count 18 is .so vague and ambiguous as to be unintelligible.

For the reasons that follow, the motions to dismiss Count 7, are granted, but with leave to replead. The motion to dismiss Count 14 is denied. However, the parties are-to submit, pursuant to Fed. R. Civ. H. 44.1, additional briefing regarding the applicability of Luxembourg law with respect to Count 14. And the defendants will be permitted to renew any motion to dismiss following the supplemental briefs. The motion to dismiss Count 18 is granted in part and denied in part, as discussed more fully below. The motion for a more definite statement of Count 18 under Fed. R. Civ. P. 12(e) is granted for the purpose of providing a more cogent and coherent presentation of the claim, as well as Luxembourg law.

A. Rule kk. 1 — Applying Foreign Law

Federal Rule of Civil Procedure 44.1, applicable here through Bankruptcy Rule 9017,62 states in relevant part: “In deter-*443raining foreign law, the court may consider any relevant material or source, including testimony, whether or not submitted by a party or admissible under the Federal Rules of Evidence. The court’s determination shall be treated as a ruling on a question of law.”63

Courts have discretion when interpreting foreign law under Fed. R. Civ.P. 44.1.64 Under the plain language of Rule 44.1, the determination of foreign law is a question of law for a court to decide.65 A court is free to conduct its own research and interpretation into the content of foreign law.66 When determining the contours of foreign law, if a court recognizes its own ignorance of foreign law, it has the authority to direct the parties to brief the question.67 Where research provided by counsel is deemed inadequate, a court can demand a more “complete presentation by counsel.”68 For example, a court may seek the aid of expert witnesses in interpreting the law of a foreign state or of international law.69 The Second Circuit has explained how courts should treat the testimony of experts on foreign law: “It is not the credibility of the experts that is at issue, • it is -the persuasive force of the opinions they expressed.”70 Although a *444court may enlist the parties in the effort to determine foreign law, ultimately the responsibility for correctly identifying and applying foreign law rests with the court.71

Before a case has been fully tried, courts can permit parties to brief, further brief, or submit evidence on questions of foreign law.72 According to the Seventh Circuit: '

The rare case in which there is-a failure of proof [of foreign law] would- be an especially unappealing case for holding that the party whose claim or defense is based on foreign law must lose because this would be a case in which the foreign law could not be ascertained despite the diligent efforts of both counsel and the trial judge. It simply is not fair-to bar a party from recovering when neither his attorney nor the court is able to conjure up the content of governing law.73

Here, submissions on the contours of relevant foreign law were provided in connection with the motions- to dismiss. Bigman supplemented his motion with the affidavit of André Prüm (the “Bigman Expert”), a professor retained as an expert on Luxembourg law. The Access Defendants filed, with their motions, an expert declaration from Luxembourg attorney Guy Arendt (the “Access Expert”). The Trustee opposed those motions with a declaration of Luxembourg professor Jacquez Delvaux (the “Trustee Expert”). The Bigman Expert then filed a reply affidavit.

*445Unfortunately, these expert submissions passed each other like ships in the! night in several key respects, as discussed more fully below. Moreover, many exhibits attached to' the declarations lacked English translations or clear connections to the statements in the declarations. Eor example, as fairly characterized by the Access Defendants: “The [Trustee Expert] Declaration includes hundreds of pages of exhibits scantly mentioned in the declaration; of the 80 excerpts of Luxembourg and Belgian cases and scholarly work submitted as exhibits to his declaration, only five appear in1 the declaration itself.”74 As a result, the Court needs a more complete presentation by counsel. An examination of the record’s deficiencies with respect to the laws of Luxembourg,- by count, follows.

1. Count 7: Tort under Luxembourg Law

Count 7 asserts that defendants Benet, Bigman, Blavatnik, Kassin, and Floor75 failed to exercise reasonable care and diligence in the direction and supervision of the business and affairs of the Resulting Company in accordance with the Resulting Company’s articles of incorporation, Luxembourg Company Law, and articles 1382 and 1383 of the Luxembourg Civil Law.76

Neither the Trustee in his briefing nor the Trustee Expert in his declaration provided the statutory text of articles 1382 and 1383 translated in English. The Trustee Expert provided what appears to be the statutory text, in a foreign language, in Exhibit F to his declaration (buried amid other exhibits lacking clear organization or translation to English)/' So that left the Court to instead rely upon the Access Expert’s “free translation” of articles 1382 and 1383, as follows:

Article 1382. Any act of man which causés harm to anybody else entails the obligation of the one by whose fault this act has happened to repair this harm. Article 1383. Each person is responsible for the harm it has caused not only by its acts, but also by its negligence or by its lack of prudence.77

The Trustee Expert and the Access Expert generally agree that these articles require: (i) a plaintiffs suffering' of harm or damage, (ii) fault' or the commission of wrongdoing personally by the defendant (either actively or by omission), and (iii) a direct causal link between the wrongdoing *446and the harm.78 But the parties dispute how these- requirements should apply, if- at all, to the defendants here.

In particular, the defendants make three arguments. First, they contend that the Trusted fails to allege specific tortious misconduct outside the scope of the defendants’ contractual and statutory duties.79 The Court agrees. Count 7 of the Complaint simply alleges that .the defendants engaged in “tortious misconduct” by approving the .terms of the Merger and the Merger Financing and “the other conduct alleged herein,” without explanation as to how or why such conduct constitutes an extra-contractual tort outside the scope of their duties. , And the Trustee’s opposition brief (which mostly focuses on the relationship between Count 6 and Count 780) fails to address this issue other than , by reference to the Trustee Expert.81 However, the Trustee Expert seems to suggest that the defendants’ misconduct was within their contractual responsibility.82 At best, the Trustee Expert’s analysis is too superficial to be helpful to the Court’s analysis, and at worst, does nothing to advance the Trustee’s position. Thus, on the current record, the Trustee has not sufficiently pled the applicability of the Luxembourg Company Law to the facts alleged.

Second, the defendants assert that, the Trustee unlawfully mixes principles of contract law and tort law by simultaneously basing Count , 7 upon, the Luxembourg Company .Law, whiqh regulates contractual duties,,and the Luxembourg Civil Code, which regulates tortious misconduct independent of contractual duties.83 According to the defendants, when a plaintiff mixes principles of Luxembourg law in a single claim, Luxembourg law entitles the defendant to have such claim dismissed for failure to state a valid cause of action.84

But .the Trustee -responds to this by saying that, the principles.are -pled in the. alternative. According to the Trustee Expert:

Even though there exists under Luxembourg law a principle in civil liability not to mix contractual liability and extra-contractual liability, it remains possible for third parties, for wrongful, acts that qause harm to. them, to invoke, first the contractual liability and in-the alternative, extra-contractual liability.. The movant may plead the contract and tort causes in the alternative, enumerating in its complaint the different causes of actions [sic] and their legal basis. The extra-contractual liability is residual.85

While combining multiple legal principles ih Count 7 is not ideal, the Court is *447disinclined to dismiss the entire claim merely because of an apparent inclusion of alternative legal authorities.86 But the Trustee needs to clarify the specific legal theories and statutes upon which Count 7 is based. And if indeed he is pleading them in the alternative,87 the Trustee needs to so indicate in the Complaint, and present additional analysis on the application of the Luxembourg Company Law to the factual allegations,

Third, the defendants assert that articles 1382 and 1383 of the Luxembourg Civil Code do not- apply to the defendants through the relevant corporate forms. Specifically, as to Bigman, the argument is two-fold. First, he contends that the Complaint is “utterly devoid of any allegations regarding commissions or omissions taken by Mr. Bigman while he was a manager for the general partner of [the Resulting Company].”88 Second, he contends that only the general partner- of the Resulting Company. (i.e.,, the GP itself), and not the managers of the general partner, may be sued under Luxembourg, law.89 As to the Access Defendants, .they likewise argue that liability in tort is personal, not vicarious.90

However, according to the Trustee Expert,-“when an intentional and serious offense incompatible with the normal conditions of exercise of the mandate has been committed by the director,” the director could find- himself or .herself- “personally responsible alongside with the company” to third -parties.91 The Trustee Expert goes on to say:

111 addition, the Amended Complaint alleges that Blavatnik controlled the decisions relating to the Merger and that such transaction was conducted in line with his’ instructions. It follows from these allegations that there is a basis for liability under the general rules of civil *448liability under articles 1382 and'1383 of the Luxembourg Civil Code.92

Frustratingly, the Trustee Expert does not provide the Court with an opportunity to understand the bases or implications of his analysis in this regard. For example, the Trustee Expert does not explain how it “follows from these allegations” that there is a basis for liability.

On the other hand, the Access Expert offers a different interpretation, • stating: “a general allegation of affiliation-or control or dominance does not suffice to evidence the liability of the affiliated, controlling or dominant entity or person in respect of the wrongdoings of the affiliated, controlled or dominated wrongdoer.”93

At present, the Court is unable to reconcile the Luxembourg experts’ -differences in their interpretation and analysis of the Luxembourg Civil Code with respect to Count 7, and is left with many unanswered questions.94 These incomplete expert presentations, coupled with the lack of specificity of both the factual allegations of extra-contractual tortious misconduct and the Luxembourg legal principles underlying Count 7, lead the Court to conclude that the Trustee needs a more cogent presentation of the facts and legal theories necessary to apply Luxembourg laws— whether in tort, contract, or otherwise. Thus, the motions'to dismiss Count 7 are granted, but with leave for -the Trustee to replead.- 1

2. Count If: Luxembourg Law Unlawful Distribution and Extrar-Con- , tractual Tort

Count 14 relates to the December Distribution95 by Basell to its Shareholders. It is based upon the same statutory predicates that underlie Count 7 — articles 1382 and 1383 of the Luxembourg Civil Code.96

But the Trustee Expert fails to discuss how or why Luxembourg Civil Code articles 1382 and 1383 apply to Count 14 and allegations relating to the December Distribution. Instead, the- Trustee Expert rather summarily concludes that, because Count 14 seeks damages, rather -than a reimbursement of the amounts distributed, the allegations in Count 14 provide a basis for a claim under Luxembourg law.97 The Trustee Expert’s declaration focuses mainly on article 72-1 of the Luxembourg Company Law.98 But since the filing- of the Trustee Expert’s-declaration, the Trustee is no longer bringing Count 14 under Luxembourg Company Law article 72-1. The scant attention paid to Luxembourg Civil *449Code articles 1382 and 1383 by the Trustee Expert is insufficient to assist the Court.

But the Access Expert and Bigman Expert also fail to address this issue. Instead, the Access Expert states, with respect to articles 1382 and 1383: “I fail to see how the Luxembourg courts could, on the basis of the asserted actual facts, determine that either Moving Defendant, had a personal involvement, and had committed a relevant wrongdoing, capable of triggering their liability in tort.”99 Then, quoting the Access Expert, the Trustee inexplicably argues that the Access Expert “concedes as to tort liability that the question is instead whether a defendant ‘had a personal involvement, and had committed a relevant wrongdoing, capable of triggering their liability in tort.’”100 But the Access Expert ultimately argues that even under that standard, no liability exists. So it is not at all clear why or how the Trustee relies on the'Access Expert’s statements to establish liability.

In short, as with Count 7, the submissions provided by the Access Expert, the Bigman Expert, and the Trustee Expert are inadequate. But unlike his allegations underlying Count 7, the Trustee’s allegations underlying Count 14 are more- comprehensive. And dismissal of Count 14 based solely on deficiencies in the Luxembourg experts’ analyses is overly harsh, unnecessary, and judicially inefficient. Instead, the Court concludes that the parties should submit further briefing, pursuant to Fed. R. Civ. P. 44.1, to provide the Court with better analysis as to the applicability of Luxembourg law in Count 14 to the factual allegations in the Complaint. Accordingly, the-'motions to dismiss Count 14 are denied — but without prejudice to renewal of these motions, following submission of the additional supplemental briefs.

3. Count 18: Tort or Aiding and Abetting Breach of Fiduciary Duty

The'Access Defendants move to dismiss Count 18' under Fed. R. Civ. P. 12(b)(6), or in' the alternative, for a more definite statement of Count 18 under Fed. R. Civ. P. 12(e). For the reasons that follow, the motion to dismiss Count 18 is granted as to the Trustee’s claim for aiding and abetting under Luxembourg law. It is granted in part arid denied in part as to aiding and abetting liability under applicable, state law. The Access Defendants’ motion for a more definite statement, under Rule 12(e), is granted.

a. The, Pleading of Count 18 under Luxembourg Law

Count 18 is a claim for aiding and abetting breach of fidriciary duty under Luxembourg -law and' applicable state law. But the Access Defendants contend that Luxembourg law does not recognize a claim for aiding and abetting breach of fiduciary duty.101 And the Trustee provides no basis for a view to the contrary.

In response, the Trustee counters that Count 18 “states a direct tort claim against these defendants under Luxembourg law. However, if the Court were to conclude that the conduct engaged in by defendants in connection with the Merger and its related transactions falls under New York, Delaware or Texas law, rather than that of Luxembourg, Count 18 would state a cause *450of action under that law for aiding and abetting breach of fiduciary-duty.”102

■ Thus the Court is dismissing claims for aiding and abetting under- Luxembourg law.

Given how Count 18 is pleaded, it is possible that' the Trustee intended for Count 18 to plead an aiding and abetting claim under both Luxembourg and applicable, state law — and that upon learning that Luxembourg law does not recognize aiding .and abetting liability, the Trustee now seeks to bring a direct tort action against the defendants while maintaining an aiding and abetting claim under applicable state íaw. Btít that is not what the Complaint now says. Since the Court is permitting the Trustee to replead Count 7, and to provide a more complete expert analysis on the applicability of articles 1382 and 1383 of the Luxembourg Civil Code in Count 14, the more appropriate solution is to require the Trustee to provide a more definite statement of Count 18, pursuant to Fed. R. Civ. P. 12(e),.-as to how the alleged misconduct as currently pled in Count 18 gives rise to a direct tort claim under articles 1382 and 1383 of the Luxembourg Civil Code.

b. ' Applicable state law

In addition to Luxembourg law, Count 18 also asserts a cause of action for aiding and abetting breach of fiduciary -duty under applicable state law. The.-parties dispute which state’s law should apply.

For reasons this Court discussed at greater length in AdelphicP-Bank of America,103 normal ’' “interest analysis” principles applicable in all tort cases should apply to claims for aiding and abetting breaches of fiduciary duty, warranting application of the law of the Jurisdiction with the greatest interest in a particular case.104 The jurisdiction with the greatest interest is that of the principal place of business, where any injury ás a consequence of any aiding and abetting would have been suffered.105

The parties briefed the law of aiding and abetting breach of fiduciary duties for four jurisdictions: Delaware, Luxembourg, New York, and Texas. At the oral arguments hearing-on this matter, the Access Defendants argued that Luxembourg law, or perhaps even Dutch law, should apply rather than Texas law, because the relevant fiduciary duties were owed to pre-Merger Basell corporations organized under Luxembourg law with .principal operations in the Netherlands.106 The .Court is.not persuaded. The Access Defendants mischaracterize Count 18 by: tying it to pre-Merger Basell entities when Count 18 actually invokes fiduciary duties owed to two post-Merger entities.: the Resulting *451Company and the GP. While these two posb-Merger holding companies are organized under Luxembourg law, they sit atop a global enterprise principally operating out of Texas.

Moreover, the Trustee has alleged in substance that the relevant principal place, of business is Texas:

— “Although registered in Luxembourg, Basell had no personnel or physical offices located there and, upon information and belief, did not conduct any business there ... In addition, the GP, like Basell, had net presence or activities in Luxembourg other than through the use of domiciliation services of Citadel Administration.” 107

— “[0]n Sept. 14, 2007, Blavatnik told Kassin ‘You should go to Houston-that’s where the business is!!!’”108

Even when not included in the Complaint, the Court may take judicial notice of the Debtors’ principal place of business and- the . location of their principal assets, as such information has been included in the petitions filed with this Court.109 In particular, the Court; takes judicial notice of Attachment 19a of the Statements of Financial Affairs for both the Resulting Company and the GP.110 Attachment 19a responded to question 19a’s requirement that every debtor list “all bookkeepers and accountants who ... kept or supervised the keeping, of books of account and records of the debtor.” Each of the Resulting, Company and the GP identified only Eberhard Faller, Corporate Controller, who is located in Houston, Texas.111

The Court also takes judicial notice of the First Day Affidavit of Alan S. Bigman' (the “Bigman Affidavit”), which was filed on January 6, 2009 before being made applicable to the Resulting Company and the GP by an interim order of this Court dated April 30, 2009.112 Schedule 6 of the *452Bigman Affidavit listed “property or premises owned, leased or held under other arrangement by the -Debtors from which the Debtors operate their businesses.” Under the heading “Owned Real Property,” the Bigman Affidavit identified 29 sites, all located in the United States. Of these, 16 were located in Texas.1 No other state had more than two sites.' Consideration of leased property would lead to no different conclusion.

Finally, a statement on Sche'dule 7 of the Bigman Affidavit once again tended to suggest Texas as-the locus of the Debtors’ principal place of business and hence arty resulting injury. It stated: “The Debtors’hooks and records are primarily located at One Houston Center, 1221. McKinney Street, Houston, Texas 77010.”113

Given, the -Bigman Affidavit and the fact that the great majority of the Debtors’ sites were located in Texas, the “Debtors” clearly operated their businesses primarily out of Texas.114 Moreover, the Resulting Company and the GP identified Texas - as the location of their accountants and bookkeepers. Accordingly, Texas law applies to Count 18.

c. Applying Texas law to Count 18

Under Texas law, where a third party knowingly 'participates in the breach of a fiduciary’s duties, such third party becomes a joint tortfeasor with the fiduciary and is liable as such.115 To establish a claim for knowing participation in a breach of fiduciary duty under Texas law, a plaintiff must assert: (1) the existence of a fiduciary relationship; (2) that the third party knew of the fiduciary relationship; and (3) that the third party was aware that it was participating in the breach of that fiduciary relationship.116

For the first prong, the Trustee alleges that members of the Resulting Company’s supervisory board (including Blavatnik), and certain managers of the GP (including Kassin and Bigman), owed fiduciary duties of good faith, loyalty, and due care to the Resulting Company.117 That is fine, as far as it goes. But the Trustee must also allege facts underlying the breach of those duties — how and by whom. In briefing on Count 18, the Trustee explained that the contours of the fiduciary relationships and their breaches were .alleged in Count 6.118 But Count 6 was *453dramatically amended after the briefing and hearing on this matter. Only the following allegations in Count 6 of the Revised Complaint now mirror allegations in the earlier Complaint:

The Merger and related transactions [were approved or ratified], including the agreements and other loan documents pursuant to which approximately $22 billion in obligations were incurred by LBI and/or its subsidiaries and affiliates in connection with-the acquisition of Lyondell.119

The business and affairs of [the Resulting Company were mismanaged], causing [the Resulting Company] and' its subsidiaries to become insolvent, under-capitalized and to incur debt beyond their ability to pay when due and otherwise adversely affected the business and prospects of [the Resulting Company].120 As a result of the imprudent, dishonest and reckless conduct authorized, directed, approved or acquiesced in, [the Resulting Company] was injured. Injuries and prejudice to the business and affairs of [the Resulting Company] were the result of mismanagement.121

The last two paragraphs, stated in the passive voice, are too vague. They reflect injury but not breach of duty. And the identities of the actors in the above allegations remain ambiguous, because the old Count 6 was asserted against the “Supervisory Board and GP Manager,” whereas the revised Count 6 is now focused solely on Blavatnik.122 The actions are too ambiguous as well. If the breaches are anything other than-incurring the $22 billion in debt, the Court will need some clarity here, particularly as the ease proceeds. But for now, given practical considerations, it is sufficient that the Trustee has seemingly alleged that fiduciary relationships to the Resulting Company were in existence and were breached by the incurrence of approximately $22 billion in obligations in connection with the' Merger, which the Trustee alleges caused injury to the Resulting Company and its creditors.123

As to the second and third prongs— whether the defendants to Count 18 knew of the fiduciary duties and knowingly participated in the breach of such duties — the allegations áre likewise deficient in material respects. The defendants named under Count 18 are Nell, Access Holdings, Access Industries, AI International, and AI Chemicaí (though AI Chemical does not move to dismiss Count 18124 ). But the Trustee’s allegations are deficient as to Access Industries, AI International and Nell. Other than conclusory statements in Count 18 that are not entitled to an assumption of truth,125 the' Complaint does *454not allege any specific misconduct undertaken by Access Industries constituting aiding and abetting breach.'of-fiduciary duty. Similarly, the allegations of AI International’s conduct are conclusory as alleged in Count 18, and are otherwise limited, to AI International’s role in rejecting Lyondell’s request to draw down, on the Access Revolver just days before the Debtors filed for bankruptcy .relief.126 The Trustee,- does not allege facts supporting AI., International’s knowledge of .fiduciary relationships or an awareness by AI International of its, participation in the breach of such relationships. Allegations against Nell primarily concern Nell’s conduct in the context of Count 2 and the Toe-Hold Payments — not as to Nell’s knowledge of and knowing participation in any breach of fiduciary duties to the Resulting Company or the CP. Accordingly, to the extent that Count 18 survives under Texas law, it cannot survive against Access Industries, AI International or Nell.127

The remaining defendant to Count, 18 is Access Holdings. Only as against Access Holdings does the Complaint contain allegations sufficient for Count 18 to .survive under Texas law.

Particularly relevant are the allegations surrounding Kassin as “Senior Vice President and head of Mergers and Acquisitions, and Financing” at Access Holdings.128. The Trustee alleges that Kassin was a senior officer acting within the scope of his authority, and under general agency principles, Kassin’s knowledge and knowing participation can be imputed to Access Holdings.. For example, the Trustee alleges that Kassin, while working for Access Holdings, was responsible for enhancing earning projections of Basell and fhe. overall-Resulting Company.129 Kassin allegedly acknowledged that “erring on the side of being not too conservative helps [the Merger financing] greatly.”130 The Complaint also references an. email from Kassin that shows him struggling with the conflict of -his fiduciary duties, as a board member and .his role as an officer of Access Holdings: “I am trying to,separate my two roles — one deal weasel who will get this signed up in record time ... vs. Board member with fiduciary role for the shareholder ... this one will be tough.”131 These quotes, coupled with imputation doctrine, sufficiently allege that .Access Holdings knew of and knowingly participated in the breach of fiduciary duties.

Apart from Kassin acting as . an agent for Access -Holdings, the Complaint con*455tains allegations about the knowledge and conduct of Access Holdings directly. For example, the Trustee alleges that; in July of 2007, in.anticipation of Lyondell’s.board accepting the $48 per share price, Access Holdings quickly lined up the lead bankers who would arrange the Merger financing.132 “Access [Holdings], using privately held Basell as equity (which, based on unrealistic earnings projections that failed to reflect the forecasted downturn, was given a preposterously high and artificial valuation), had the ability to acquire billions of dollars of equity in Lyondell for itself without risking any substantial capital of its own. Merrill Lynch and other lead arrangers could then off-load the junk into the market and earn huge fees.”133

On at least two occasions, it is alleged that Access Holdings supplied Merrill Lynch with upward adjustments of BaselTs forecasted earnings.134 Access Holdings’s projections “largely ignored the forecasted downturn and failed to reflect the sharp decrease in earnings that many of Basell’s facilities would foreseeably experience,” failing to “reflect the reality of the business cycle.”135 Due diligence by Access Holdings was “perfunctory at best, and in material respects, nonexistent.”136 Access Holdings was present at the sole due diligence meeting between Lyondell’s management and the banks on July 14, 2007.137 “Since Blavatnik had insisted that the Merger agreement had to be signed by Monday, July 16, 2007, there was no time for Access to engage in further due diligence or reasoned analysis. Instead, Access recklessly accepted Lyondell’s internal ‘management projections’ and used them to pump up the purported valuation of Lyondell. Greased in -this way, the transactional' wheels .-continued1 to move forward.”138 By September of 2007, management of Access knew of the heightened risks facing the Resulting Company, including severely restrained liquidity.139

Despite these known risks, “Access management” began discussing a structure by which value could be extracted for Blavatnik’s personal benefit without resulting in a “HUGE, UGLY disclosure.”140 Ajay Patel, a Senior Vice President at Access Holdings, observed in a July 17, 2007 email on “marketing $20 billion of B-rated debt,” that “the last thing you want the market to think/see [is] that we’re taking ‘out’ $333 million.”141

Taken together, these allegations permit Count 18 to survive against Access Holdings for aiding and abetting liability under Texas law. They are sufficient to allege that Access Holdings knew of the fiduciary duties and knowingly participated in the breach of such duties. 'While1 the specifics surrounding the fiduciary duty breaches are unclear in light of the revised Count 6, the Court draws all reasonable inferences in favor of the Trustee on the present motions to dismiss. Accordingly, Count 18 survives against Access Holdings under Texas law.

*456In sum, under Texas law, the claim for aiding and abetting breach of fiduciary duty survives against AI Chemical and Access Holdings, but only as- against those entities. The aiding and abetting claim is dismissed with respect- to Access- Industries, AI International,, and Nell.- The Access Defendants’ motion for a more definite statement of Count 18 under Fed. R. Civ. P. 12(e) is granted with respect to the application of Luxembourg law to Count 18. All other motions to dismiss Count 18 are denied, but without prejudice to renew such motions following the Trustee’s provision of a more definite statement of Count 18.

IV.

Motion to Dismiss Counts 6, 7, lk, and 18 under Forum Non Conveniens

The Access Defendants142 move to dismiss Counts 6,143 7, 14, and 18 under the doctrine of forum non •conveniens, contending that the Trustee’s choice of forum is entitled to minimal deference; that an alternate forum in Luxembourg is adequate; and that the balance of public and private factors weighs in favor of dismissal. For the reasons that follow, the Court denies that motion.

The doctrine of forum non conveniens permits a court, in its discretion, to dismiss a civil action even where venue is proper and jurisdiction exists. In considering a motion for that relief, the court engages in a multi-step inquiry.144 First, the court must determine the degree of deference to be given to the plaintiffs choice of forum.145 Second, the court must satisfy itself that an adequate alternative *457forum exists.146 Third, the court must consider private and public interest factors enumerated by the Supreme Court in Gilbert.147

The movant bears the burden of showing that the plaintiffs chosen forum is not the appropriate forum.148 In deciding a forum non conveniens challenge, a court may rely on .evidence outside the pleadings, including affidavits.149 Dismissal under forum non conveniens in favor of an adequate alternative forum is appropriate only “where trial in the plaintiffs chosen forum imposes a heavy burden on the defendant or the court, and where the plaintiff is unable to offer any specific reasons of convenience supporting his choice.”150 Thus, unless the "balance is strongly in favor of the defendant, the plaintiffs choice of forum should rarely be disturbed.151

A. Step 1 — Deference to Plaintiff’s Choice of Forum

While “there is ordinarily a strong presumption in favor of the plaintiffs'choice of forum,”152 the Access Defendants contend that the presumption does not apply here because the plaintiff is filing not on his own behalf, but as a representative entity.153 They argue that the Trustee did not choose a New York forum in the traditional sense; rather, they argue, the claims were originally filed here by the Debtors’ Official Committee of Unsecured Creditors (the “Committee”), an entity created in connection with the Lyondell bankruptcy case.154 The underlying facts are true, but they point to a different conclusion.

Under the Debtors’ chapter 11 plari, claims remaining from the Committee’s original litigation before this Court in the Debtors’ bankruptcy cases were assigned to the LB Litigation Trust. Then the *458Trustee succeeded to them as the assignee of such claims. Thus the claims in this action have a bona fide connection to this forum.155 And there is no evidence of forum shopping by the Trustee in choosing this venue. So while the Trustee’s forum choice is not entitled to absolute deference, the Court sees no facts sufficient to rebut the strong presumption in favor of the .Trustee’s forum.156

B. Step ,2 — Adequacy of the Alternate Forum

“The adequate alternative venue requirement of the forum non conveniens .doctrine is ordinarily satisfied if (1) the defendants are amenable to service of process there, and (2) the forum permits litigation of the subject matter of the dispute.” 157 A- foreign forum is not inadequate simply because its judicial - system differs from our own.158 Considerations of comity preclude a U.S; court from adversely judging the quality of a foreign justice system absent a showing of inadequate procedural safeguards, so such a finding is rare.159

Here, the parties agree’ that Luxembourg provides an adequate alternative forum.160 But the Court need not dismiss for forum non conveniens merely because an adequate alternative forum exists.161

C. Step S — Gilbert Public and Private Factors

Although there is still a strong presumption in favor of a plaintiffs choice of forum, the Supreme Court in Gilbert recognized that dismissal may nevertheless be appropriate where specified private and public interest factors point towards an alternative forum.162 The public interest *459factors include: (1) administrative difficulties- associated with court congestion; (2) the unfairness of imposing jury duty on a community with no relation to the litigation; (8) the local interest in having localized controversies decided at home; and (4) avoiding difficult problems in conflict of laws and, the application of foreign law.163

A court must also consider the following private interest factors: (1) ease of access to evidence; (2) the availability of compulsory process for the attendance of unwilling witnesses; (3) the cost of willing witnesses’ attendance; (4) if relevant, the possibility of a view of premises; and (5) all other factors that might make the trial quicker or less expensive.164 A defendant’s burden with respect to these factors is high, and “unless the balance is strongly in favor of the defendant, the plaintiffs choice of forum should rarely be disturbed.”165

1. Public Factors

The Access Defendants argue that the Luxembourg laws invoked by the Trustee raise novel or unsettled issues of' foreign law, presenting the Court with too difficult a task of interpretation.166 The Access Defendants further, contend that Luxembourg has a greater interest than the United States in matters that primarily involve internal corporate governance of Luxembourg companies.167

Addressing the latter point first, it is not clear that the claims based on Luxembourg law primarily involve matters of internal corporate governance. Counts 7, 14, and 18 are asserted under tort law, as opposed to corporation law.168 Moreover, in the factual environment here, U.S. interests predominate. The Debtors filed for bankruptcy in the United States; the acquired Lyondell entities have substantial operations in Texas; Access Holdings and Access Industries have operations in New York; Blavatnik is a United States citizen; Kassin is believed to reside in New York; Thoren appears to live in New Jersey; Alex Blavatnik apparently lives in Florida and New York; Bigman is thought to live in Texas; and while Nell Limited is a Gibraltar entity, it is allegedly controlled by Blavatnik.169 Just as companies incorporate in Delaware but operate elsewhere, it appears that many of the Basell entities *460are incorporated in Luxembourg with employees based elsewhere.170 In sum, the Court is not persuaded that Luxembourg has- a materially greater interest than the United States-'in Counts 7, 14, and 18— counts which do not exclusively involve the-internal corporate governance of Luxembourg companies.

Cutting against those .concerns is the need to apply Luxembourg law. On bal-, anee, the Court is disinclined to conclude that Luxembourg law is so vexing, novel, unsettled, or unusual to render the task too difficult. Federal courts in -'this and other districts have applied Luxembourg law- in other contexts.171 Though the Court is requiring the parties to submit supplemental briefs. and provide a more complete presentation on Luxembourg law’s applicability to the factual allegations in the Complaint as to Count 14, largely similar briefing would presumably be necessary in either locale. This factor weighs in favor of dismissal,172 but only modestly.

Thus the applicable public factors do not strongly support dismissal.

2. Private Factors

The private factors largely involve issues of convenience and prejudice. The Access Defendants argue that the Trustee would not be prejudiced by bringing a separate suit before a Luxembourg court, and contend that they would suffer “extreme prejudice” should these claims proceed in New York.173 Once again that is hyperbole. The facts here' do not support this contention. First, most of the defendants to this action are based in the United States. Continued litigation in this forum hardly presents an “extreme prejudice,” if it would result in prejudice at all. Second, the parties have already completed extensive discovery and pre-trial proceedings before this Court. It is inefficient to force the parties to interrupt this litigation and require a'new court to acquaint itself with the issues. Such a suggestion ignores the import of the Gilbert private factors, which stress judicial economy and efficiency— interests that overwhelmingly favor litigating this action before this Court. The Court is unaware of anything that might be gained in terms of judicial economy, efficiency, convenience, or prejudice in having- largely duplicative litigation proceeding on both sides of the Atlantic. The private factors strongly weigh against dismissal.

*461On balance, the deference due to the Trustee’s choice of forum should not be disturbed, and the motion to dismiss under the doctrine of forum non conveniens is denied.

Conclusion

For the reasons stated above, the motions to dismiss Counts 2, 7,14 are granted in part and denied in part, as follows:

(1) The motions to dismiss Count 2 for intentional fraudulent conveyance under applicable state law and the Bankruptcy Code are granted.

(2) The motions to dismiss Count 7 for tort claim under Luxembourg law are granted. But that dismissal is with leave to replead.

(3) The motions to dismiss Count 14 for unlawful distribution and extra-contractual tort are denied, without prejudice to renewal of such motions after the parties have provided supplemental briefing on the applicability of Luxembourg law to the factual allegations in Count 14.

(4) a. Insofar as Count 18 asserts liability for aiding and abetting breach of fiduciary duty under Luxembourg law, such claims are dismissed.

b. Insofar as Count 18 asserts liability under articles 1382 and 1383 of the Luxembourg Civil Code, the Access Defendants’ motion for a more definite statement, pursuant to Fed. R. Civ. P. 12(e) is granted. The Trustee must clarify whether he is in fact alleging a direct tort liability (as opposed to liability for aiding and abetting) under Luxembourg law, and if so, how the factual allegations, as currently pleaded in Count 18, do so. The defendants are granted leave to renew any motion to dismiss Count 18 vis-a-vis the Luxembourg Civil Code after the Trustee’s submission of its more definite statement as to Count 18.

c. Insofar as Count 18 asserts liability for aiding and abetting breach of fiduciary duty under applicable state law (here, the Court concludes that Texas law applies), dismissal is granted as to the claims against defendants Nell, Access Industries, and AI International, but only as to them.

(5)The motion to dismiss Counts 6, 7, 14, and 18 under the doctrine of forum non conveniens is denied.

SO ORDERED.

APPENDIX A

*462APPENDIX A*

Count Claim Defendant Parlies

Constructive fraudulent transfer under the Bankruptcy Code and applicable state law Nell, Limited: AI Chemical Investments LLC: and Leonard Blavatnik

Intentional fraudulent transfer under the Bankruptcy Code and applicable state law Nell, Limited; AI Chemical Investments LLC: and Leonard Blavatnik

Constructive fraudulent transfer under the Bankruptcy Code and applicable state law Lyondell Pre-Merger Directors and Lyondell Pre-Merger Officers1

Intentional fraudulent transfer under the Bankruptcy Code and applicable state law Lyondell Pre-Merger Directors and Lyondell Pre-Merger Officers

Breach oi’fiduoiary duty Lyondell Pre-Merger Directors

Mismanagement and breach of duty under Luxembourg law Leonard Blavatnik2

Tort under Luxembourg law Blavatnik;3 the GP Mauagersythe Nominees: and the . Successors4

*463APPENDIX A*

Count Claim Defendant Parties

Breach of fiduciary duty Subsidian' Directors5

Avoidance preference under the Bankruptcy Code and applicable state law Access Industries Holdings LLC

10 Equitable subordination under the Bankruptcy Code AI International, S.á.r.1,

11 Constructive fraudulent transfer under the Bankruptcy Code and applicable state law Nell Limited; Deutsche Bank Securities Inc.; and Perella Weinberg Partners LP

12 Breach of contract Access Industries Holdings LLC; and AI International, S.á.r.1:

13 Illegal dividends or redemption Lyondell Pre-Merger Directors

14 Unlawful distribution and extra-contractual tort under Luxembourg law Leonard Blavatnik; the GP Managers; BI S.á.r.1.: Alan Bigman: Alex Blavatnik; Peter Thorett; Simon Baker; and the Nominees -.

15 Declaratory judgment for characterisation of purported loan advances under the Access Revolverás capital contributions Access Industries Holdings LLC; and the Lyondell Post-Merger Directors6

16 Illegal dividends Lyondell Post-Merger Directors

"IT Constructive fraudulent transfer under the Bankruptcy Code and applicable stale law Access Industries Holdings LLC

18 Aiding and abetting breach of fiduciary duty under applicable state Jaw and Luxembourg law Nell Limited; Access Industries Holdings, LLC: Access Industries, Inc.; AI International, S.á.r.1,; AI Chemical Investments LLC

*464APPENDIX A*'

Count Claim Defendant Parties

19 Constructive fraudulent transfer under the Bankruptcy Code BI S.á.r.l.

20 Breach of fiduciary duty Dan Smith; T. Kevin DeNicola; Edward Dineen; Kerry Galvin; and W. Norman Phillips

21 Aiding and abetting breach of fiduciary duty T. Kevin DeNicola; Edward Dineen; Kerry Galvin: and W. Norman Phillips