Overview
- In a Nov. 12 SEC filing, Coinbase said it will change its state of incorporation to Texas after its board’s Oct. 29 approval and roughly 78% shareholder support.
- Operations and its Nasdaq listing under the COIN ticker will remain unchanged, with the move affecting legal domicile and governing law rather than day‑to‑day business.
- Chief legal officer Paul Grewal criticized recent outcomes in Delaware’s Court of Chancery and said the company wants a more consistent judicial framework.
- Coinbase pointed to Texas reforms, including Senate Bill 29 and the Texas Business Court system, which bolster the business‑judgment rule and offer specialized venues for corporate disputes.
- The shift aligns with a broader ‘Dexit’ trend involving firms like Tesla and Andreessen Horowitz; Coinbase also noted avoiding about $250,000 in Delaware franchise taxes and continues to face related litigation in Delaware with Andreessen Horowitz.