An article published in Law 360 titled, “Paramount Gold Board Says Investors’ Claims Don’t Hold Up”, reports on the case captioned In re Paramount Gold and Silver Corp. Stockholders Litigation, in which Albert H. Manwaring, IV and Albert J. Carroll of Morris James represent the former directors of Paramount Gold and Silver Corporation.
The former Paramount directors are defending against claims that they breached their fiduciary duties in agreeing to sell the company to Coeur Mining, Inc. in late 2014, a transaction that closed in mid-2015 after stockholder approval.
As the article reports, the former Paramount directors have moved for a dismissal and an important issue is whether the merger’s joint proxy statement accurately disclosed all material information to Paramount’s stockholders for purposes of whether the case qualifies for dismissal under the Delaware Supreme Court’s highly-publicized Corwin decision.
The article quotes several of Albert's statements at oral argument, including his explanation that the investor’s disclosure claims were waived under the circumstances, and fail to state a claim for breach of fiduciary duty in any event. The Court of Chancery has taken the matter under advisement.
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