Insurrection on Energy Company Board

RENO, Nev. (CN) - Two directors who lost control of the board of Clean Global Energy broke into a company office and stole a contractor's computers, another director claims in a shareholder complaint.

In what he calls "a bizarre turn of events," plaintiff Jeffrey Nichols sued Clean Global, Rick Lutterbach and Woody Guenther on July 17, in Washoe County Court.

Clean Global specializes in oil refining, and its main asset is its intellectual property - patents and machinery - Nichols says in the complaint.

He claims that CGE shareholders recently accepted his advice to approve investment by an outsider, nonparty Robert "Spike" Anderson. "In so doing, there was an increase in the number of directors, and defendants lost control of the board," Nichols says in the complaint.

That's when things got weird, Nichols says: "In a bizarre turn of events, not content to accept the tenet of 'majority rules,' as provided for in the company by-laws, defendants refuse to cede power. They filed suit against Mr. Nichols in Texas. They traveled to CGE's facility in Santa Maria California and broke into the facility twice - once stealing two laptops belonging to an independent contractor."

Nichols says he sued "to seek clarity regarding CGE's governance," to enjoin Lutterbach and Guenther from harming the company, from entering its premises, from spending corporate money, and to seek damages for their failure to act in the company's best interests.

Before the bizarre turn of events, Nichols says, the company had only five shareholders, and only three directors - the individual parties to this case. Lutterbach held 1.8 million shares, Guenther 1.3 million and Nichols had 500,000, he says in the complaint. Anderson offered to invest $4 million in the company, in exchange for preferred stock, but Lutterbach and Guenther refused the offer, Nichols says.

Facing an "imminent cash shortage," he says, he contacted the outside shareholders in late June and they approved his plan, which added Anderson and another man, Bill Wraith, to the board and installed Nichols as CEO. He says the shareholders' vote was conducted without a meeting, which is allowed by the Nevada Corporate Code and by company bylaws.

"Much as Mr. Nichols and Mr. Anderson suspected, defendants did not like this change and refused to acknowledge the vote as legitimate," the complaint states. "As CGE, they even filed suit against Mr. Nichols. So, another shareholder vote was held, and, yet again, not only did the majority shareholder group affirm their prior decision to follow Mr. Anderson's plan, but they voted that the lawsuit brought in the name of CGE be dismissed immediately."

But it was no go. Nichols says the defendants still "refused to acquiesce" and "even went so far as to instruct their attorney to send a defamatory email to all shareholders, where Mr. Nichols was labeled 'a disloyal fiduciary, a cheat, and a fraud.'"

Nichols is represented by Devon Reese, with Reese, Kintz & Guinasso, of Incline Village, who declined to comment.

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