Axsys Technologies defeats motion in shareholder class action to enjoin merger with General Dynamics

Client(s) Axsys Technologies, Inc.

Jones Day represented officers and directors of Axsys Technologies, Inc. in a shareholder class action seeking to enjoin the acquisition of Axsys Technologies, Inc. by a wholly-owned subsidiary of General Dynamics Corporation. The plaintiffs asserted that the proxy statement provided to Axsys shareholders contained material omissions, and they sought an injunction against the holding of the shareholders' meeting and the consummation of the merger. On August 31, 2009, the court denied the plaintiffs' motion, holding that the plaintiffs' exclusive remedy under Connecticut law was appraisal and that, even if an injunction were an available remedy, the plaintiffs failed to establish a substantial likelihood that they would succeed on the merits of their disclosure claims or that a balance of the equities favored an injunction. After the court denied the plaintiffs' motion, the Axsys shareholders approved the transaction and the merger closed as scheduled.

Joseph Chalverus, et al., v. Stephen W. Bershad, et al., No. HHD-CV09-4044848-S (Conn. Super. Ct.)