Texas court dismisses Coinbase shareholder derivative suit

A Texas business court on Oct. 2 dismissed a shareholder derivative suit tied to past misconduct allegations against Coinbase’s board, ruling the plaintiff failed to make a written demand on the board before filing the case. Coinbase moved its place of incorporation from Delaware to Texas in December 2025. The plaintiff argued the suit could proceed without a prior board demand under Delaware law because of the timing of the relocation, but the court found Texas law at the time of filing should apply. The dismissal was issued without prejudice, allowing the case to be refiled, and the court did not rule on whether the board had actually engaged in misconduct. Coinbase CEO Brian Armstrong welcomed the decision on Oct. 9 and said it could encourage more companies to incorporate in Texas.