A Texas court dismissed without prejudice a Coinbase derivative action because the shareholder had not made a written demand on the board before filing suit. The court applied Texas law to assess the shareholder’s standing to sue, even though the alleged misconduct occurred during Coinbase’s Delaware incorporation period. Coinbase’s conversion from Delaware to Texas, effective December 2025, changed the procedural rules for challenging directors’ conduct from earlier years. The company cited greater litigation predictability and a crypto-friendly environment as reasons for the move. Founder-linked holders with 78.40% of voting power approved the conversion by written consent in November 2025.
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