Overview
- Coinbase disclosed in an SEC PRE 14C filing that the move is a tax‑free reorganization with no changes to operations or its Nasdaq listing.
- Roughly 78% of shareholder voting power backed the change, which the board unanimously approved on Oct. 29.
- Chief legal officer Paul Grewal said recent Delaware Chancery Court rulings created unpredictable outcomes, while Texas reforms, including Senate Bill 29 and new business courts, enhance legal certainty.
- The company highlighted Texas’ pro‑crypto posture, including the state’s Strategic Bitcoin Reserve, as part of the appeal.
- Coinbase and early investor Andreessen Horowitz still face a Delaware lawsuit tied to the 2021 listing, and future corporate disputes are expected to land in Texas Business Court or federal court in Dallas after the conversion.