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Former Braidy Industries CEO sues company

Craig Bouchard, Braidy Industries’ founder and largest shareholder, is suing the company and seeking an expedited court resolution.

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February 19, 2020

Ashland, Kentucky-based Braidy Industries’ founder and former CEO Craig Bouchard, represented by Lexington, Kentucky-based McBrayer PLLC, Gibson, Dunn & Crutcher LLP, filed a lawsuit Feb. 14 in the state of Delaware against Braidy and its shareholders. 

In late January, Braidy Industries announced that Bouchard was stepping down from his position but that he would “remain a member of Braidy Industries’ board of directors.” The company also announced that Braidy Industries President Tom Modrowski was appointed interim CEO of the company and current board member Charles Price had been named chairman of the board. The company is in the process of building a $1.7 billion aluminum alloys plant near Ashland.

According to a news release from McBrayer PLLC, Bouchard is exercising his rights under a voting agreement the company had entered into with its shareholders.

“The voting agreement provides Mr. Bouchard the unequivocal right to promptly remove the named defendants and fellow board members from their board seats: Michael Porter (Harvard Business School), Christopher Schuh (MIT Department of Materials Science), John Preston (TEM Capital) and Charles Price,” McBrayer PLLC states in a news release regarding the lawsuit. 

Craig Bouchard

“I informed the board that the company had line-of-sight and was in discussion with investors to fund the entire $1.8 billion needed to build its mill in Ashland, Kentucky, in alignment with customer purchasing schedules,” Bouchard says concerning his lawsuit filing. “It seems evident that the named defendants put three years of progress and stockholder value at risk. We must simply remove these individuals from the board, as they are no longer showing proper judgment and replace them with directors who have more experience in the areas that have now become critical to building the company.

“The board members’ actions last week, including terminating irreplaceable members of the senior management team, created an urgent risk of irreparable damage that cannot be ignored or allowed to linger,” he continues. “The board members have placed the community of Ashland … at risk. I believe the job of the chairman and CEO is to look out for shareholders and the community. The current situation left me with no choice but to file this lawsuit in the Delaware court, seeking to enforce my unequivocal rights—under the voting agreement that the company, board and stockholders agreed to—to designate and terminate directors. The lawsuit seeks expedited consideration of my request to complete the removal of these board members. I will designate and announce a talented and qualified new board shortly.”

Braidy Industries also issued a statement Feb. 18 regarding Bouchard’s lawsuit. The company says Bouchard’s lawsuit “is an expected step in the process of removing him from the role of CEO of Braidy.” 

The statement continues, “The board of directors was not pleased with the status of financing for the mill in [Kentucky’s] Boyd and Greenup counties and has other concerns regarding his performance as CEO. Thus, as part of its fiduciary role on behalf of the shareholders, the board voted to take action that it believes will be he upheld in court under Delaware law. Mr. Bouchard, as CEO, must be held accountable and the board of directors is willing to do what it takes to ensure that occurs. We intend to get this project built as promptly as possible.”