Overview
- Coinbase disclosed in a Nov. 12 SEC filing that shareholders holding about 78.4% of voting power approved the move after board approval on Oct. 29.
- The change is structured as a tax‑free reorganization and will not affect day‑to‑day operations, the Nasdaq listing, or the capital structure.
- Future corporate disputes will be handled in Texas forums, including the Texas Business Court or federal court in Dallas, rather than Delaware’s Chancery Court.
- Coinbase cited recent Delaware Chancery Court decisions and an ongoing lawsuit tied to its 2021 listing as key factors in choosing a new legal home.
- Texas measures such as Senate Bill 29—codifying the business‑judgment rule and raising thresholds for shareholder suits—were highlighted, and the company noted it previously paid roughly $250,000 in Delaware franchise taxes.