Coinbase’s Texas move gets a shareholder suit dismissed over Delaware-era claims
The Texas Business Court dismissed a Coinbase shareholder’s derivative lawsuit without prejudice because he had not made the written demand required under Texas law. The claims concerned alleged conduct from 2021–2023, when Coinbase was incorporated in Delaware, but the company had reincorporated in Texas before the suit was filed. The court assumed without deciding that Delaware law governed the underlying claims, while ruling that Texas law governed the shareholder’s authority to pursue them. Delaware’s option to plead demand futility could not replace Texas’s demand requirement. The court did not assess the alleged misconduct. The ruling highlights how reincorporation can change the procedures shareholders must follow to challenge past conduct.
