Overview
- Coinbase will shift its state of incorporation from Delaware to Texas, announced by chief legal officer Paul Grewal in a Wall Street Journal op-ed on Wednesday.
- Grewal wrote that Delaware's legal framework no longer provides consistency, pointing to recent unpredictable outcomes in the Chancery Court.
- Texas law allows corporations to adopt charter provisions that limit certain shareholder lawsuits against insiders for alleged breaches of fiduciary duty.
- Coinbase and early investor Andreessen Horowitz remain defendants in a Delaware lawsuit over share sales tied to Coinbase’s 2021 direct listing.
- The move adds to a broader trend away from Delaware that includes Tesla and SpaceX under Elon Musk and announced departures by Dropbox, TripAdvisor and Andreessen Horowitz.