By Gail Weinstein, Warren de Wied, Steven Epstein and Scott Luftglass, Fried Frank Harris Shriver & Jacobson LLP ( April 28, 2017, 11:06 AM EDT) -- In Paramount Gold and Silver Stockholders Litigation (April 13, 2017), the shareholder-plaintiffs claimed that the directors of Paramount Gold and Silver Corp. had breached their fiduciary duties by agreeing to an unreasonable "deal protection device" in connection with the merger pursuant to which Paramount was being acquired by Coeur Mining Inc. Specifically, the plaintiffs contended that a royalty payment to be paid by Coeur was effectively a "second termination fee" that, when combined with the termination fee included in the merger agreement, was an unreasonably high fee that could deter a potential topping bid. The plaintiffs also argued that the Paramount directors had breached their fiduciary duties by "rushing" the sale process and not negotiating for a pre-signing auction of the company or a post-signing go-shop, and had acted in bad faith in agreeing to the unreasonable deal protection provisions and in providing stockholders with inadequate disclosure....