Texas Court Dismisses Coinbase Shareholder Suit Over Delaware-Era Claims, Citing Procedural Failures

A Texas business court dismissed a shareholder derivative action against Coinbase concerning alleged misconduct from 2021 to 2023, ruling the plaintiff failed to make a required pre-suit demand under Texas law. The October 2 dismissal was without prejudice, meaning the court did not decide on the merits of the alleged misconduct but instead focused on the procedural authority to bring the suit. Coinbase officially reincorporated in Texas on December 15, 2025, after securing approval from a consenting group that held approximately 78.40% of voting power. The ruling establishes that a company's move to Texas can subject shareholders to the state's written demand requirements, even when challenging conduct that occurred while the company was incorporated elsewhere. "The immediate lesson for public shareholders is that the law governing a company's past conduct and the law governing their ability to challenge it can diverge after reincorporation."