Although it’s under a month since the last update, there has been enough news and developments to warrant an update. This post covers the Coinbase move, recent findings on the Delaware litigation environment, and other relocation announcements.

Coinbase to Texas

Coinbase made the splashiest move with both an Information Statement and a Wall Street Journal op-ed explaining the basis for its move. The op-ed by Paul Grewal stressed Coinbase’s concern with “unpredictable outcomes” in Delaware:

As a lawyer who’s practiced for many years on King Street in Wilmington, I’m saddened by the need to depart. For decades, Delaware was known for predictable court outcomes, respect for the judgment of corporate boards, and speedy resolutions. These traits made the state the one-stop shop for major company incorporations—which have brought in more than $1 billion in annual revenue to the state.

Delaware’s legal framework once provided companies with consistency. But no more. Delaware’s Chancery Court in recent years has been rife with unpredictable outcomes. To their credit, lawmakers in Dover have repeatedly tried to rectify the inconsistent outcomes of the once-revered court through ad hoc legislative responses. But companies need a more efficient and sustainable solution than relying on the legislature to fix judicial surprises after the fact.

The op-ed has drawn some responses. Professor Bainbridge describes it as implausible. If you want to read his explanation as to why, you’ll need to get past the paywall there. Professor Talley also expressed skepticism that Texas offers more predictability than Delaware.

Responses to the op-ed have even made it into court filings already. Michael Barry, a lawyer with Grant & Eisenhofer, sent a pointed letter to Chancellor McCormick. His letter highlights the same passage as I did and argues that it should militate in favor of unsealing ongoing litigation involving Coinbase in Delaware:

We represent interested party Shawn Luger and write concerning the SLC’s pending motions seeking confidential treatment. We write to advise the Court of a new development that is relevant to the SLC’s claim that there is no public interest in the information for which the SLC seeks to maintain confidential treatment.

. . .

These claims made in a national publication will, no doubt, feature prominently in the ongoing public debate over the direction of Delaware’s corporate law and will be repeated ad nauseam by those urging further degradation of stockholder protections. The public is entitled to full information about all of the facts underlying this litigation so that outside observers can fairly evaluate whether Mr. Grewal’s assertions regarding “judicial surprises” and “unpredictab[ility]” are credible complaints or, in fact, just sour-grapes griping on behalf of disloyal fiduciaries unhappy about the prospect of being held to account in this Court.

The Coinbase information statement explains that Coinbase shifted to Texas via written consent. It explains the process Coinbase used to arrive at its decision, including advice from lawyers in all three jurisdictions–“Brownstein Hyatt Farber Schreck, LLP (“Brownstein”), Nevada legal counsel, Foley & Lardner LLP (“Foley”), Texas legal counsel, and Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”), Delaware legal counsel.” Notably, the process started in April 2025, indicating that the company mulled a transition over for a long time.

Ultimately, a Special Committee picked Texas for its pro-business environment, it’s code-based innovations to corporate law, codified business judgment rule, and, among other reasons, Texas’ public support for blockchain and crypto initiatives.

Notably, Coinbase picked Texas after considering Texas-specific risks, including “the heightened risk of patent litigation and recently formed business courts and identified ways the Company could mitigate these risks.” I flagged intellectual property litigation as an issue for Texas earlier this year and the information statement confirms it’s an issue firms now consider before moving.

Coinbase also expressed that it saw an “increasingly litigious environment in Delaware” and that the “risk is particularly acute for companies, such as ours, that have an executive controlling stockholder.” Now, under Texas law, Coinbase has opted to make use of the Texas 3% threshold for derivative litigation. It’s bylaws now “provide that a shareholder or group of shareholders desiring to bring a derivative proceeding on behalf of the Texas Corporation against any director and/or officer of the Texas Corporation in his or her official capacity must beneficially own a number of shares of common stock sufficient to meet an ownership threshold of at least 3% of the total outstanding shares of the Texas Corporation.”

With a market cap of over $75 billion, it’ll take a very large shareholder, or a group of significant shareholders, with real, multi-billion dollar skin in the game to initiate derivative litigation in Texas.

The Delaware Litigation/Risk Environment

Opinions vary about the Delaware litigation environment. On that, I’d note that a new paper from Jessica Erickson, Adam Pritchard, and Stephen Choi appeared on SSRN two days ago. The abstract explains that they conducted an empirical analysis of Delaware stockholder suits and found “little evidence that fee awards reflect either the risk that these lawyers face when they file contingent cases or the lawyers’ performance in these cases.” They also found that “plaintiffs’ attorneys receive significantly higher fees in Delaware stockholder cases than in comparable federal securities class actions, despite the similar risk profiles of these cases. The data suggest that current practices may over-reward repeat players and large recoveries while undercompensating smaller claims.”

This finding is consistent with a recent Cornerstone Research report that found that both “the number and total amount of settlements of M&A-related litigation in [Chancery] have been rising since 2019.”

Two Additional Firms to Nevada and One More for Texas

Other companies have announced for Nevada and Texas both before and after the Coinbase announcement. Brilliant Earth and NextNRG declared for Nevada and the aptly-named corporation Exodus-Movement, Inc. declared for Texas. As this is getting a bit long, I’ll stop here and include the updated lists below.