Coinbase, the largest U.S.-based cryptocurrency exchange, announced Wednesday it is leaving Delaware, the state where it is incorporated, and reincorporating in Texas, citing an increasingly unpredictable and anti-business legal climate in Delaware.
“It’s a shame that it has come to this,” wrote Paul Grewal, Coinbase’s chief legal officer, in an op-ed for The Wall Street Journal.
“But Delaware has left us with little choice.”
Grewal said Texas has become “an increasingly attractive hub for innovative companies like ours,” offering “efficiency and predictability” after years of inconsistent and politically charged rulings from Delaware’s Chancery Court.
“For decades, Delaware was known for predictable court outcomes, respect for the judgment of corporate boards, and speedy resolutions,” Grewal wrote.
“These traits made the state the one-stop shop for major company incorporations.”
But he said that is no longer true.
“Delaware’s Chancery Court in recent years has been rife with unpredictable outcomes,” he added, describing a court that now injects “surprises” into corporate governance and forces the legislature to clean up the damage “after the fact.”
Coinbase’s decision marks one of the most high-profile corporate departures yet in what business leaders are now calling “Dexit” — a wave of companies fleeing Delaware for states such as Texas, Nevada, Florida, and Indiana.
Founded in 2012, Coinbase operates one of the world’s largest cryptocurrency trading platforms, serving tens of millions of users globally.
Grewal said the move is about ensuring “predictable opportunities for the company, our shareholders, our customers, and the new on-chain ecosystem we’re building.”
The company praised Texas lawmakers for reforming corporate law to protect innovation and management autonomy.
“Senate Bill 29 modernized the Texas Business Organizations Code to codify the business-judgment rule,” Grewal noted, saying it “empowers directors and officers to make the business decisions they need to innovate.”
Coinbase’s departure follows a steady stream of major firms abandoning Delaware after a string of controversial court decisions — particularly the Delaware Chancery Court’s 2024 ruling voiding Tesla CEO Elon Musk’s $55 billion pay package, despite shareholder approval.
The Tesla ruling, written by Chancellor Kathaleen McCormick, was widely seen in corporate circles as a turning point.
Venture capital powerhouse Andreessen Horowitz left Delaware for Nevada in July, citing “an unprecedented level of subjectivity” in court decisions that “undermined the court’s reputation for unbiased expertise.”
“It used to be a no-brainer: start a company, incorporate in Delaware,” the firm said in a statement. “That is no longer the case.”
Dillard’s, one of America’s largest department store chains, also announced plans to move its corporate home from Delaware to Texas, saying recent “high-profile litigation outcomes” have created legal uncertainty and discouraged top management from serving on boards.
The Dexit wave includes a growing list of major corporations: Tesla, SpaceX, Simon Property Group, Roblox, Tripadvisor, Dropbox, Pershing Square Capital Management, Trump Media & Technology Group, The Trade Desk, and Madison Square Garden Entertainment.
Even Bill Ackman, the billionaire investor behind Pershing Square, declared on X earlier this year: “Top law firms are recommending Nevada and Texas over Delaware.”
Delaware officials have publicly urged companies to stay, but analysts warn the exodus threatens a key source of state revenue.
Roughly two-thirds of Fortune 500 companies are incorporated in Delaware, contributing more than $1 billion annually to the state budget.
Grewal suggested Delaware is now at a crossroads.
“We’ve reached another inflection point in corporate law,” he wrote. “The more states that can credibly attract companies, the better — and we’d like to see Delaware step up to stay in the mix. But as for Coinbase, you can find us in Texas.”
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