Coinbase · CLARITY Act · CryptoSlate
Coinbase’s Texas move gets a shareholder suit dismissed over Delaware-era argues
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Coinbase’s move to Texas changed the rule a shareholder had to satisfy before suing its directors over alleged conduct from the company’s Delaware years.
Key facts
- The parties agreed that Guillaume filed his suit on April 16, 2026, alleging misconduct between April 14, 2021, and June 5, 2023
- Coinbase’s November 2025 information statement said the Armstrong- and Fred Ehrsam-associated consenting group held approximately 78.40% of voting power at the October 31, 2025 record date
- On October 9, Coinbase CEO Brian Armstrong praised the precedent as encouraging more companies to incorporate in Texas and thanked Greg Abbott
- Its Texas conversion became effective on December 15, 2025, several months before the suit was filed
Summary
01 A Texas court dismissed one Coinbase derivative action without prejudice because the shareholder had made no written board demand. 02 The court applied Texas law to authority to sue while assuming Delaware law for the underlying claims, without deciding the alleged misconduct. 03 Coinbase’s conversion was approved by founder-linked holders with 78.40% of voting power at the October 2025 record date. The dismissal was without prejudice, and the court did not decide whether the alleged misconduct occurred.