Coinbase, the nation’s largest U.S.-based cryptocurrency platform, is officially abandoning Delaware and reincorporating in Texas.
In a Wall Street Journal op-ed, Coinbase Chief Legal Officer Paul Grewal blasted Delaware’s increasingly erratic legal climate, saying the state has “left us with little choice.”
“For decades, Delaware was known for predictable court outcomes, respect for the judgment of corporate boards, and speedy resolutions,” Grewal wrote. “But no more.”
According to Grewal, recent decisions from the Delaware Chancery Court have been “rife with unpredictable outcomes,” forcing lawmakers to repeatedly step in with patchwork fixes. That instability, he says, has driven companies to seek jurisdictions that “provide more efficient and sustainable solutions than relying on the legislature to fix judicial surprises after the fact.”
Texas, he argues, is now one of those states.
Grewal points to the legislature’s recent adoption of Senate Bill 29, which codifies the business-judgment rule, and the creation of the Texas Business Court as key reasons for the move. Those reforms, he says, give Texas “a business-friendly legal ecosystem with strong protections and efficient dispute resolution.”
“We’re ambitious,” Grewal wrote. “We believe we can drive forward our mission rapidly if given fair conditions… Our decision to leave is about ensuring more predictable opportunities for the company, our shareholders, our customers and the new on-chain ecosystem we’re building.”
Grewal says Coinbase’s relocation is part of a growing national trend of companies fleeing states that refuse to adapt.
“This choice is much bigger than Coinbase. It’s part of a movement of businesses choosing markets with favorable regulatory and judicial-review systems.”
While Grewal says he hopes Delaware “steps up to stay in the mix,” the message was clear: Texas is now outcompeting the state that once billed itself as America’s corporate capital.
“As for Coinbase,” he concludes, “you can find us in Texas.”
