**Exhibit 3.1**

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**ESMARK INCORPORATED**

This Amended and Restated Certificate of Incorporation amends and restates the provisions of the Certificate of Incorporation ofClayton Acquisition Corporation originally filed with the Secretary of State of the State of Delaware on March 9, 2007. 

FIRST: Thename of the Corporation is Esmark Incorporated. 

SECOND: The address of the Corporation’s registered office in the State of Delawareis Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County of New Castle, 19801. The name and address of the Corporation’s registered agent at such address is The Corporation Trust Company. 

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a Corporation may be organized under the Delaware GeneralCorporation Law. 

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is OneHundred Twenty-Five Million (125,000,000) shares, consisting solely of: 

One Hundred Million (100,000,000) shares of common stock,par value $.01 per share (“Common Stock”); and 

Twenty-Five Million (25,000,000) shares of preferred stock, par value $.001per share (“Preferred Stock”). 

The following is a statement of the powers, designations, preferences, privileges, and relativerights in respect of each class of capital stock of the Corporation. 

A. COMMON STOCK. 

1. General. The voting, dividend and liquidation rights of the holders of Common Stock are subject to and qualified by the rights of the holders ofPreferred Stock. 

2. Voting. Except as provided herein, the holders of Common Stock are entitled to one vote for each share held at allmeetings of stockholders. There shall be no cumulative voting. 

3. Dividends. Dividends may be declared and paid on the Common Stock fromfunds lawfully available therefor if, as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding shares of Preferred Stock. 

4. Liquidation. Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary,holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential rights of any then outstanding shares of Preferred Stock. 

B. PREFERRED STOCK. 

The Board of Directorsis authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafterreferred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers (including but not limited to voting powers, if any), preferencesand rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred StockDesignation. 

FIFTH: The business and affairs of Corporation shall be managed by or under the direction of the Board of Directors. Inaddition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things asmay be exercise or done by the Corporation. The Board of Directors is authorized to adopt, amend or repeal the Bylaws of the Corporation, provided, that the Board of Directors may not adopt, amend or repeal any Bylaw of the Corporation that has beenadopted, amended or repealed by the stockholders of the Corporation. The stockholders of the Corporation shall also have the power to adopt, amend or repeal the Bylaws of the Corporation. 

SIXTH: No director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach offiduciary duty as a director, notwithstanding any provision of law imposing such liability; provided, however, that to the extent required from time to time by applicable law, this Article Sixth shall not eliminate or limit theliability of a director, to the extent such liability is provided by applicable law, (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transactions from which the director derived an improper personal benefit. No amendment to orrepeal of this Article Sixth shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment or repeal.

 

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SEVENTH: Each person who was or is made a party or is threatened to be made a party to or is otherwiseinvolved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of being or having been a director or officer of the Corporation or serving or having served at the request ofthe Corporation as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whetherthe basis of such proceeding is alleged action or failure to act in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall beindemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendmentpermits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid insettlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, trustee, officer, employee, or agent and shall inure to the benefitof the Indemnitee’s heirs, executors, and administrators; provided, however, that, except as provided by this Article Seventh with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify anysuch Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in thisArticle Seventh shall be a contract right and shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement ofExpenses”); provided, however, that, if the Delaware General Corporation Law so requires, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Corporation of an undertaking (an“Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) thatsuch Indemnitee is not entitled to be indemnified for such expenses under this Article Seventh or otherwise. The Undertaking required by this Article Seventh shall be an unlimited general obligation, but need not be secured and may be acceptedwithout reference to financial ability to make repayment. 

If a claim under this Article Seventh is not paid in full by the Corporationwithin sixty days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses (provided that, if the Delaware General Corporation Law so requires, the Indemnitee has first delivered anUndertaking to the Corporation), in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part inany such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) anysuit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by 

 

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the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking the Corporation shall be entitled to recover such expenses upona Final Adjudication that, the Indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or itsstockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DelawareGeneral Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create apresumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to anAdvancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses,under this Article Seventh or otherwise shall be on the Corporation. 

The rights to indemnification and to the Advancement of Expensesconferred in this Article Seventh shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, the Bylaws of the Corporation or any agreement, vote of stockholders or disinterested directors orotherwise. 

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of theCorporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or lossunder this Article Seventh or under the Delaware General Corporation Law. 

The Corporation may, to the extent authorized from time to timeby the Board of Directors, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article Seventh with respect to the indemnification andAdvancement of Expenses of directors and officers of the Corporation. 

EIGHTH: The Board of Directors shall consist of not less than seven(7) and not more than thirteen (13) members and shall be such number as from time to time shall be fixed by, or in the manner provided in, the by-laws. 

NINTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any clients of them and/or between the Corporation and its stockholders or any class of them, any court of equitablejurisdiction within the State of Delaware may on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation in accordance with thelaws of Delaware or on the application of trustees in dissolution or of any receiver or receivers 

 

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appointed for the Corporation in accordance with the laws of Delaware order a meeting of the creditors or class of creditors, and/or of the stockholders orclass of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or the stockholders orclass of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the saidreorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of the Corporation, as the case may be, andalso on the Corporation. 

TENTH: Any action required or permitted to be taken by the stockholders of the Corporation may be taken only at aduly called annual or special meeting of the stockholders, and not by written consent in lieu of such a meeting. Special meetings of the stockholders, other than those required by statute, may be called only by the Board of Directors pursuant to aresolution approved by a majority of the directors then in office, the Chairman of the Board or the Chief Executive Officer. Any such person or persons may postpone any special meeting of the stockholders at its or their discretion, even afternotice thereof has been mailed. 

ELEVENTH: This Amended and Restated Certificate of Incorporation of the Corporation herein certified wasduly adopted, pursuant to the provisions of Section 241 and 245 of the General Corporation Law of the State of Delaware, by at least a majority of the directors who have been elected and qualified. The Corporation has not received any payment forany of its stock. 

TWELFTH: This Amended and Restated Certificate of Incorporation of the Corporation, provided for herein, shall becomeeffective at 5:01 p.m. EST on November 27, 2007. 

 

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