Texas court dismisses Coinbase shareholder suit over missing demand requirement
- —The suit alleged misconduct between April 14, 2021, and June 5, 2023, when Coinbase was a Delaware corporation
- —Coinbase's Texas conversion took effect December 15, 2025, months before the suit was filed on April 16, 2026
- —The court held that Texas law governed the shareholder's authority to sue, even assuming Delaware law covered the underlying claims
- —Armstrong and an affiliated consenting group held 78.40% of voting power as of October 31, 2025
Why it matters: The ruling strengthens Texas as a reincorporation destination and narrows shareholders' ability to bring derivative claims after a company changes its state of incorporation.
Source: CryptoSlate