Texas court dismisses Coinbase shareholder derivative lawsuit

A Texas court has dismissed a shareholder derivative lawsuit against Coinbase directors, citing a failure to meet procedural requirements under Texas law. The lawsuit, filed by Gary Guillaume, alleged misconduct by the board during the period when Coinbase was incorporated in Delaware.

Judge Andrea Bouressa of the Texas Court of Business issued a dismissal without prejudice, meaning the case can be refiled. The court ruled that because Coinbase had relocated its incorporation from Delaware to Texas in December 2025, Texas law governs the authority and procedures for shareholders to bring derivative suits on behalf of the company. Under Texas law, shareholders must first submit a written demand to the board of directors detailing the alleged misconduct before initiating such legal action.

The ruling focused strictly on these procedural requirements and did not address the merits of the allegations or whether the directors engaged in any wrongdoing. Coinbase CEO Brian Armstrong welcomed the decision, suggesting it could encourage more companies to establish their legal incorporation in Texas.