Boardroom Siege at the AI Power Frontier: Texas Court Backs Fermi

DALLAS, TX – September 17, 2026

The intersection of hyperscale artificial intelligence and gigawatt-scale energy infrastructure has birthed a new era of corporate ambition—and with it, a new breed of high-stakes boardroom warfare. In a definitive ruling on Wednesday, the Business Court of Texas denied all three emergency temporary restraining order requests brought by a former chief executive against the board of directors of the energy infrastructure developer he co-founded. The decision clears a crucial path for the company to proceed with its October 30 annual meeting under fortified governance standards, while keeping its focus on constructing one of the world's largest private electric grids.

The ruling by Judge Brian Stagner in Neugebauer v. Fermi Inc. represents a major tactical victory for the current leadership of the embattled, yet highly strategic, energy firm. Operating under the brand Fermi America, the enterprise is attempting to build Project Matador, a 17-gigawatt, behind-the-meter power campus in Amarillo, Texas, designed to fuel next-generation AI computing. But before it can power the future, the organization must survive its own founders.

A High-Stakes Courtroom Showdown and a Perjury Pitfall

The legal clash centers on Toby Neugebauer, the company's co-founder and ousted CEO, who filed an emergency application on September 8 seeking to halt enforcement of three separate corporate governance actions. Through his investment vehicle, Vicksburg Investments Management LLC, the former executive attempted to block a 70 percent supermajority shareholder vote requirement for bylaw amendments, a majority-of-outstanding director-election voting standard, and a September 10 deadline for shareholder nominations.

The attempt at emergency injunctive relief unraveled rapidly in the courtroom. On September 14, just one day before the scheduled hearing, the plaintiff executed a verification swearing under penalty of perjury that the central facts stated in his complaint were true and correct within his personal knowledge. However, during the September 15 proceedings, defense counsel presented direct contradictions between the court filings and public statements previously released by the plaintiff's own investment group.

Faced with judicial inquiry, litigation counsel for the ousted founder was forced to concede factual inaccuracies regarding the timeline of events and characterizations of internal board actions. The misstep proved fatal to the emergency motion. Judge Stagner denied the requests outright, finding no sufficient factual showing of fraud, bad faith, or illegitimate entrenchment necessary to warrant extraordinary equitable intervention prior to a full trial.

Contrary to early media reports suggesting the court might allow limited probing, the formal written order entered on September 16 denied the restraining order entirely and granted no discovery.

"Mr. Neugebauer asked a Texas court to block this Board's bylaw amendments and the nomination deadline for our Annual Meeting. The Court denied every request," stated Marius Haas, Chairman of the Board of Directors, in a public release. "Texas law expressly permits the voting standards this Board adopted, as the Court confirmed. As the Company has previously stated, the Board has found no credible evidence to date supporting the allegations Mr. Neugebauer has made about this Company and its directors."

Inside the C-Suite Civil War

The courtroom drama is merely the public face of a bitter rupture between the firm's co-founders, which includes former Texas Governor and U.S. Secretary of Energy Rick Perry. The dispute exposes the immense pressures of transitioning a politically connected startup into a heavy-engineering behemoth capable of delivering gigawatts of highly redundant power.

According to public filings, the board voted to remove its founding chief executive on April 17, 2026, officially terminating him "for cause" two weeks later. The grounds for termination paint a picture of gross executive misconduct. The board alleged that the former leader severely damaged government and tenant relations, specifically citing an unprovoked, hostile confrontation with U.S. Commerce Secretary Howard Lutnick at a March technology conference.

Furthermore, leadership claimed that erratic handling of negotiations with an initial tier-one cloud customer—widely identified by industry insiders as Amazon Web Services—resulted in the prospect terminating talks in late 2025. That collapse allegedly triggered the loss of an anticipated $150 million construction financing facility. Unauthorized public disclosures further strained the relationship, running counter to the strict protocols required of a publicly traded entity.

In response, the ousted executive painted his termination as an illegitimate boardroom coup orchestrated to protect nepotistic interests. His counter-claims alleged that Rick Perry monopolized meetings with irrelevant political rhetoric and falsely asserted deep connections with state and federal officials. The lawsuit also highlighted that Griffin Perry, the former governor's son, liquidated more than $56 million in company shares just three weeks prior to the CEO's ouster. Controlling roughly 22 percent of outstanding common shares, the plaintiff has repeatedly demanded an immediate, formal strategic process to liquidate the enterprise, arguing current management cannot execute the massive 17 GW vision.

Fortifying the Castle: Governance in the Texas Business Court

The denial of the restraining order provides early and critical insight into the newly established Business Court of Texas. Launched in September 2024 to create a specialized, business-fluent judiciary modeled after the Delaware Court of Chancery, the Texas venue is already distinguishing itself through strict textualist interpretations of state corporate law.

While Delaware courts often evaluate defensive boardroom tactics under equitable standards of review—questioning the underlying intent of anti-takeover measures—Judge Stagner adhered closely to the letter of the Texas Business Organizations Code (BOC). The court ruled that Section 21.365 explicitly permits corporations to establish supermajority voting requirements, validating the board's May 13 decision to require a 70 percent threshold for specific bylaw amendments.

Similarly, the judge found that Section 21.359 allows corporations wide latitude to tailor election voting thresholds, legally authorizing the August adoption of a majority-of-outstanding director election standard. By setting the nomination cutoff 50 days prior to the October 30 annual meeting, the board effectively neutralized the ousted founder's ability to mount an eleventh-hour contested proxy fight. As long as a board's charter grants explicit authority to alter bylaws and the mechanics conform to state statutes, the new Texas court appears highly resistant to issuing emergency preliminary injunctions without definitive, documentary proof of self-dealing.

The AI Power Imperative and Project Matador

Beyond the legal precedent, the survival of the enterprise's current governance structure has profound implications for the artificial intelligence sector. The market has severely punished the infrastructure developer amid the executive turmoil. Since its initial public offering at $21.00 per share in October 2025—which briefly pushed its valuation near $19 billion—the stock has plummeted by roughly 84 percent, currently trading near $5.00 with a market capitalization hovering around $3.2 billion.

Yet, the operational reality of Project Matador is advancing rapidly, driven by the "Bring Your Own Power" paradigm. With public grid interconnection queues in Texas (ERCOT) and PJM averaging five to seven years, hyperscale developers are desperate for behind-the-meter, private microgrids.

The embattled firm recently secured a massive victory on this front. In August 2026, it signed a 15-year binding lease with AI cloud provider TensorWave for a 222-megawatt data center facility, carrying options to expand beyond 650 megawatts. The contract represents an estimated $6.5 billion in cumulative revenue.

Simultaneously, the Texas Commission on Environmental Quality approved a final Clean Air Permit for 6 gigawatts of natural gas generation, and initial Siemens Energy gas turbines have begun staging on-site in Amarillo. To bring heavy-engineering discipline to the politically charged project, the board appointed independent director Lee McIntire as the new permanent CEO. McIntire brings four decades of massive infrastructure delivery experience, having previously helmed TerraPower and CH2M Hill.

As the October 6 motion to dismiss hearing approaches, the fundamental question is no longer just about who controls the boardroom, but whether the current leadership can insulate its multi-billion-dollar operational milestones from the gravitational pull of founder activism. For business leaders and investors watching the AI infrastructure space, the Texas court's ruling sends a clear message: statutory governance safeguards will hold firm, demanding that corporate insurgents bring more than just grievances and retracted allegations to the courtroom.