Fermi Inc. Abandons Lawsuit After Court Orders Sworn Testimony

Toby Neugebauer, the company’s co-founder and largest shareholder, framed the withdrawal as an admission of guilt. The litigation, initiated by the board to validate its late-night bylaw amendment, was intended to block a special meeting called by Neugebauer. However, the court’s decision to grant expedited discovery threatened to force directors to explain their governance decisions under oath, a prospect the board seemingly chose to avoid by dropping the case entirely.

Despite the dismissal, Neugebauer’s own counterclaims challenging the legality of the supermajority requirement remain active. He maintains that the board’s actions were designed solely to entrench current leadership rather than protect shareholder interests. Proxy advisory firms Glass Lewis and Egan-Jones have already signaled support for the special meeting, urging shareholders to use the provided green agent designation cards to move the process forward.

Neugebauer continues to advocate for an independent, banker-led process to explore strategic partnerships or transactions, arguing that the current governance cloud increases financing costs and complicates tenant contracts. With the company’s legal strategy in retreat, the focus shifts to whether the board can maintain control as shareholders demand accountability and a return to transparent governance.