Atlantic Power & Infrastructure Corp. (AWSL)

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Business, Government Legal News from throughout WVFormer Atlantic Wind and Solar CEO Files Suit Former Atlantic Wind and Solar CEO Files Suit Posted: Monday, April 2, 2012 1:46 PM EST Updated: Monday, April 2, 2012 2:41 PM EST By Andrea Lannom - email A former CEO of a West Virginia green energy company filed a federal lawsuit against the company and members of its board of directors, claiming he was not paid his full salary and was misled into signing employment and investment agreements. Nassau, Bahamas-resident Pierre Cousin filed the suit March 29 against Atlantic Wind and Solar Inc., along with President and CEO Gilles Trahan; Treasurer and CFO Martin Baldwin; and Head of Investor Relations and External Communications, Brent O'Connor. According to the suit, Cousin entered into three agreements with Atlantic Wind and Solar, Inc. The first agreement dealt with his appointment to CEO. The second involved a payment of $250,000 to receive 250,000 investment units in the company. "He has not been paid a single penny of his $25,000 per month salary, notwithstanding that he served as AWSL's Chief Executive Officer and as a member of its Board of Directors for nearly an entire year," the suit stated. Cousin also claimed he was not reimbursed for any expenses. "In fact, Cousin later learned that AWSL continued to make charges against his personal credit card after he had resigned from AWSL, and he has not been reimbursed for these unauthorized charges despite his repeated requests." Cousin claims even though he paid $250,000, he was unable to sell shares after the one-year restriction period. "Trahan, Baldwin, and O'Connor represented to Cousin, however, that Cousin's own $250,000 investment to AWSL would allow AWSL to meet its contractual obligations to pay Cousin his $25,000 monthly salary," the suit stated. Instead, he said he had to reallocate funds from his $250,000 investment to satisfy a commitment to another company. According to the suit, Cousin claims several other false misrepresentations were made before he took over as CEO. In his suit, Cousin took issue with Trahan and O'Connor's alleged statement that the company had secured a $120 million funding commitment from a privately owned Canadian company, was in the process of securing a patent for a new type of wind technology, had secured a seven-building contract with a company to install multiple solar energy systems and that the company was poised to expand to other countries. Cousin claims these statements were not true. "Cousin relied upon the foregoing representations that Trahan and O'Connor made to him in deciding to enter into the employment agreement and investment agreement with AWSL," the suit stated. "Had Cousin known that Trahan's and O'Connor's representations were false, Cousin would not have entered into the employment agreement or investment agreement with AWSL." Cousin signed another agreement in November 2010 that amended the earlier agreements. Under this agreement, Cousin was given 2 million stock options at an exercise price of $1.60 to be exercised Ÿwithin five years. The agreement also allocated an additional 3 million stock options with a five year vesting period. Cousin also claimed he was unaware of an investigation by the United States Securities and Exchange Commission into public statements by AWSL, Trahan and Baldwin. Cousin claims he found out after becoming CEO the SEC issued a subpoena requiring AWSL to produce documents related to financial and business activities from 2009-2010. The SEC later issued a fourth subpoena to AWSL's accounting and auditing firm for financial statements from 2008-2010, the suit claims. "After Cousin assumed his position as Chief Executive Officer of AWSL, he discovered that Trahan had potential conflicts of interest based on his position as a member of AWSL's board of directors and his relationships with competing companies in similar industries, including BCIS," the suit stated. According to the suit, the SEC filed a complaint against PennyStockChaser, an online firm that promoted penny stocks traded on over-the-counter stock exchanges. PennyStockChaser promoted AWSL's stock after the online firm received several hundred thousands of shares from AWSL. The online firm later sold its stock, "reaping hundreds of thousands of dollars in profit," the suit claimed. Cousin later sent a letter to AWSL's board of directors, outlining concerns he had about the company's governance, transparency, conflicts of interests, misleading public statements and the company's "unwillingness" to prevent misconduct. He also expressed concern about "the potential long-term damage to the company from the SEC investigation." Cousin said action was not taken to correct problems and he was later forced to resign. "To the contrary, Cousin was encouraged by other members of the board of directors to alter his letter to omit or soften the problems he had identified. Cousin refused to do so. Cousin later learned that other members of the AWSL's Board of Directors had breached fundamental corporate governance principles by disclosing the terms of his letter to O'Connro who was not a member of the Board of Directors." Cousin seeks payment of his full salary, reimbursement for business expenses, issuance of 5 million fully vested stock options, performance bonuses earned in 2010, severance payment of two years' salary and bonus, and redemption of common shares he purchased at the original $250,000. http://www.google.com/search?q=awsl+april+11+2012&client=ms-rim&hl=en&ie=UTF-8&oe=UTF-8&channel=browser