SMU Cox Corporate Governance Initiative · The Reincorporation Tracker · v3.84-rev5z · 2026-04-30 · Back to dashboard
When a portfolio company or client reincorporates from Delaware to Texas or Nevada, several core dimensions of corporate governance may change, depending on statutory defaults, charter provisions, and bylaw elections. The magnitude of any change depends on transaction structure, the charter and bylaw package adopted at conversion, whether a controller exists, and whether the relevant claim accrued before or after migration. Six dimensions are most often material; each is treated below with the appropriate elective / default / judicial-doctrine distinction.
Forum for fiduciary-duty litigation. The Delaware Court of Chancery is replaced by a Texas Business Court (created by HB 19, eff. Sept. 1, 2024) or by Nevada district court — each with a thinner stockholder-litigation docket and far less developed equity jurisprudence than Chancery's 220-year accumulated record.
The fiduciary-duty standard itself. Texas (TBOC §21.419(c), as added by SB 29, 89th Leg., R.S. (2025), applicable to corporations whose voting shares are listed on a national securities exchange and to corporations electing into the section)2 and Nevada (NRS 78.138(3) & (7))3 codify forms of the business-judgment rule with explicit statutory deference to director discretion. Delaware retains the common-law BJR and preserves entire-fairness review under Kahn v. M&F Worldwide Corp., 88 A.3d 635, 644–45 (Del. 2014) (MFW) for controller transactions. The extent to which the Texas and Nevada codifications displace traditional entire-fairness review — particularly in controller-affiliated transactions — remains unsettled and is likely to be determined through future litigation. Counsel should treat this as an open doctrinal question rather than a settled point.
Derivative-action access. SB 29 amended TBOC §21.552 to authorize a Texas corporation to adopt — in its certificate of formation or bylaws — an ownership threshold (up to 3% of outstanding shares) below which a stockholder may not commence or maintain a derivative proceeding. The threshold is elective, not a statutory default: it applies only where the corporation has expressly adopted it in its governing documents. Compare DGCL §327, which imposes a contemporaneous-ownership requirement but no minimum stake. A separate provision — TBOC §21.373, enacted by SB 1057 — addresses shareholder-proposal access using a 3% ownership or $1,000,000 holdings threshold. DGCL §327 imposes no analogous ownership floor for derivative-suit standing. Procedural effect on derivative practice: any plaintiff-shareholder seeking to bring a derivative action in a covered corporation that has adopted the §21.552 threshold must hold or aggregate at least 3% of outstanding shares to maintain standing, where DGCL §327 imposes no analogous floor.5
Books-and-records inspection. TBOC §21.218 limits inspection to a narrower set of "proper purposes" than DGCL §220, which Delaware courts have read expansively post-Lebanon Cnty. Emps.' Ret. Fund v. AmerisourceBergen Corp., 243 A.3d 417 (Del. 2020) (Delaware Supreme Court).
Appraisal rights. NRS 92A.380 narrows appraisal to specific transaction forms; DGCL §262 grants broader appraisal access, which has driven the Delaware "appraisal arbitrage" docket since DFC Global, 172 A.3d 346 (Del. 2017).
Controller-transaction review. NRS 78.138(7) provides expansive director and officer protection that arguably weakens the entire-fairness review applied to controllers under Kahn v. Lynch Communication Systems, 638 A.2d 1110 (Del. 1994). Texas has codified BJR but no MFW-equivalent procedural cleansing protocol.
SB 29, 89th Leg., R.S. (2025), eff. May 14, 2025, amended TBOC §21.552(a)(3) to authorize a covered Texas corporation — one with voting shares listed on a national securities exchange or with 500 or more shareholders that affirmatively elect in — to adopt, in its certificate of formation or bylaws, an ownership threshold not exceeding 3% of outstanding shares below which a stockholder may not commence or maintain a derivative proceeding.5 The threshold is elective, not a statutory default. A corporation that has not adopted the threshold in its governing documents continues under the pre-existing standing rule. Compare to DGCL §327's contemporaneous-ownership rule, which imposes no analogous minimum stake.
First federal application. In Gusinsky v. Reynolds, No. 3:25-cv-01816-K, slip op., No. 3:25-cv-01816-K (N.D. Tex. Mar. 17, 2026) (Kinkeade, J.) (order granting motion to dismiss; Westlaw cite pending), the court applied Southwest Airlines' bylaw-adopted 3% threshold under TBOC §21.552(a)(3) and dismissed with prejudice a derivative complaint brought by a 100-share plaintiff. Gusinsky is, to the project's knowledge as of 2026-04-30, the first identified federal court decision enforcing an SB 29 ownership-threshold bylaw; we have not run an exhaustive federal-court search and do not represent that no earlier decision exists.12
Practitioner note. The §21.552 threshold operates only where adopted in governing documents; counsel diligencing a Texas-domiciled portfolio company should confirm adoption status in the certificate or bylaws before relying on the threshold for litigation-risk analysis. Holders below an adopted threshold lack standing to bring derivative claims absent aggregation of additional holders.
SB 29 codifies the business-judgment rule at TBOC §21.419(c)4 for covered corporations — corporations whose voting shares are listed on a national securities exchange, and corporations that affirmatively elect into the section in their certificate of formation or bylaws. For covered corporations, a director or officer is presumed to act in good faith, on an informed basis, in furtherance of the corporation's interests, and in obedience to law and the corporation's governing documents; rebuttal requires particularized facts pleaded with specificity. Open doctrinal question: whether §21.419 displaces entire-fairness analysis at the motion-to-dismiss stage in controller-affiliated transactions, or whether Kahn v. Lynch-style fairness review survives by common-law gap-filling under Texas equity practice. As of the date of this page, no Texas appellate decision has resolved the question.
Texas now has a dedicated business-court division established by H.B. 19, 88th Leg., R.S. (2023) (codified at Tex. Gov't Code ch. 25A), with judges appointed by the governor for two-year terms. The court has jurisdiction over qualifying business-governance and commercial cases, including categories with $5,000,000 or higher amount-in-controversy thresholds (and certain category-specific exclusions). Appeals run to the new Fifteenth Court of Appeals, which was created by a separate companion bill, S.B. 1045, 88th Leg., R.S. (2023); H.B. 19 routes business-court appeals there but did not itself create the Fifteenth Court. Both bills were enacted by the same legislative session and moved together. The new bench is intentionally modeled on Chancery in some respects, but it is statutorily new — judges have minimal accumulated caselaw to point to, and equity remedies are governed by ordinary Texas equity practice rather than Chancery's specialized procedures.
Texas explicitly authorizes corporations to designate Texas state or federal courts as the exclusive forum for internal-affairs disputes (TBOC §2.115). Enforceability of any specific post-reincorporation Texas forum clause should be separately analyzed; Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025), addressed forum-selection enforceability in the Delaware-pre-vote context but did not adjudicate a Texas court enforcing a Texas-domiciled corporation's forum clause. The validity of pre-reincorporation Delaware forum-selection clauses against post-reincorporation Texas claims remains contested;
Texas permits exculpation of directors and (after recent amendments) certain officers for monetary damages for breach of duty, except for breach of duty of loyalty, acts not in good faith, intentional misconduct or knowing violations of law, transactions resulting in improper personal benefit, or breach of duty arising from a knowing violation of law. The provision tracks DGCL §102(b)(7) closely after the 2022 Delaware amendment extending exculpation to officers, but Texas courts will read §7.001 against a thinner caselaw record.
TBOC §21.5537 imposes a universal demand requirement in derivative actions, distinguishing Texas from Delaware's Aronson v. Lewis / Zuckerberg-doctrine demand-futility framework. Pre-suit demand on the board is not excused for futility; counsel must prepare a written demand and accept the board's response (or its 90-day silence) before filing. This is a meaningful change — particularized-pleading demand-futility motions are a standard early-stage litigation lever in Delaware, and that lever is gone in Texas.
Texas requires that the demand state a "proper purpose" reasonably related to the shareholder's interest as such; Texas courts have not yet developed the expansive email-level inspection doctrine that Delaware Chancery has authorized in §220 jurisprudence. The post-SB 29 amendments to TBOC §21.218 further constrain inspection of corporate emails, text messages, and social-media communications. Compare Lebanon Cnty. Emps.' Ret. Fund v. AmerisourceBergen Corp., 243 A.3d 417, 437–38 (Del. 2020), and KT4 Partners LLC v. Palantir Techs. Inc., 203 A.3d 738, 752–53 (Del. 2019).
Nevada codifies the business-judgment rule with an explicit statutory presumption of good faith and informed action. NRS 78.138(7) provides that a director or officer is not individually liable for damages unless the plaintiff first rebuts the statutory presumption that the actor "acted on an informed basis, in good faith, and with a view to the interests of the corporation," and proves both (1) a breach of fiduciary duty and (2) intentional misconduct, fraud, or a knowing violation of law.3 The two-prong burden is materially higher than Delaware's common-law BJR-rebuttal pathway and creates a higher pleading threshold than the Caremark or Aronson lines.
Nevada's principal liability shield for directors and officers is at NRS 78.138(3) & (7), which (a) presumes good faith, informed action, and intent to act in the corporation's best interest, and (b) limits damages liability absent both a fiduciary breach and intentional misconduct, fraud, or a knowing violation of law. Unless the articles affirmatively opt out, the §78.138 shield applies by default — broader than DGCL §102(b)(7), which permits but does not mandate exculpation and which excludes loyalty breaches. NRS 78.7502 separately authorizes indemnification of directors and officers; it should not be confused with the §78.138 liability shield, though the two operate together in practice.
Nevada applies a fairness-style analysis to interested-controller transactions, but the standards are less developed than Delaware's MFW framework. There is no Nevada-court analog to MFW's procedural cleansing protocol (special committee + majority-of-the-minority vote → BJR review). Practitioners advising NV-domiciled controlled companies should not assume MFW cleansing maps automatically to Nevada doctrine.
Nevada applies a demand-futility framework similar to Delaware's Aronson, but with state-specific judicial elaboration. NRS 78 does not impose the TBOC-style 3% / $1M ownership threshold; standing is broader.
Nevada's appraisal statute extends to mergers and conversions but applies a broad market-out exception: no appraisal is available for shares listed on a national exchange where the merger consideration is also publicly traded equity (cash or marketable-securities exception). Delaware's DGCL §262(b) contains a similar market-out rule but has been the subject of substantial appraisal-arbitrage litigation under DFC Glob. Corp. v. Muirfield Value Partners, L.P., 172 A.3d 346, 366–67 (Del. 2017) and Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., 210 A.3d 128 (Del. 2019), which together pushed Delaware appraisal practice toward deal-price-with-synergy-adjustments. Nevada has not generated a comparable appraisal-litigation record.
Nevada permits and enforces internal-affairs forum-selection clauses. The Nevada Supreme Court has not adopted a Boilermakers-style framework comparable to Delaware's, but lower courts have generally enforced exclusive-forum bylaws.
In re Caremark Int'l Inc. Derivative Litig., 698 A.2d 959 (Del. Ch. 1996), articulated the directorial duty of oversight — in Chancellor Allen's words, "possibly the most difficult theory in corporate law upon which a plaintiff might hope to win a judgment." Marchand v. Barnhill, 212 A.3d 805 (Del. 2019) revived the doctrine, requiring boards of "mission-critical" risk to maintain a board-level monitoring system. Subsequent cases — In re Boeing Co. Derivative Litig., 2021 WL 4059934 (Del. Ch. Sept. 7, 2021) and Inter-Marketing Grp. USA, Inc. v. Armstrong, 2020 WL 756965 (Del. Ch. 2020) — have built on Marchand. The TX/NV statutory frameworks have no clear Caremark analog. Whether a Marchand-style oversight failure can be pleaded under TBOC §21.401 or NRS 78.138 — and survive a motion to dismiss given the codified BJR — is an open doctrinal question that may produce the first generation of post-reincorporation litigation.
Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), established that controller-transaction review may be cleansed from entire-fairness to BJR if the transaction is conditioned ab initio on (i) approval by a fully empowered, well-functioning special committee and (ii) approval by an informed, uncoerced majority of the minority stockholders. Flood v. Synutra Int'l, Inc., 195 A.3d 754 (Del. 2018) clarified the "ab initio" requirement. For controlled companies in TX/NV, the procedural cleansing protocol is less developed: Texas has codified the BJR but has no published MFW-equivalent procedural protocol. Nevada's older "inherent fairness" line, principally Shoen v. SAC Holding Corp., 137 P.3d 1171 (Nev. 2006) (citing Foster v. Arata, 325 P.2d 759 (Nev. 1958)), has been substantially disavowed by Chur v. Eighth Judicial District Court, 458 P.3d 336 (Nev. 2020), and Guzman v. Johnson, 483 P.3d 531 (Nev. 2021), which together hold that NRS §78.138(7) is the sole avenue to hold individual directors and officers liable for damages arising from official conduct, and that the inherent-fairness standard cannot be invoked to rebut the statutory business judgment rule even in interested-fiduciary transactions. Counsel advising controlled companies should not assume MFW maps automatically to either jurisdiction, and should anchor Nevada controller analysis in NRS §78.138 + Guzman rather than Shoen.
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173 (Del. 1986), imposed enhanced scrutiny on board conduct in change-of-control transactions to maximize stockholder value. Lyondell Chem. Co. v. Ryan, 970 A.2d 235 (Del. 2009), narrowed the doctrine but preserved its core. Texas and Nevada have not developed enhanced-scrutiny doctrines comparable in scope or predictability to Delaware's Revlon framework on sale-of-control decisions. Cf. Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506 A.2d 173, 182 (Del. 1986). Counsel should treat the codified BJR as governing post-reincorporation absent contrary Texas or Nevada appellate authority, which has not yet emerged.
Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946 (Del. 1985), and Unitrin, Inc. v. Am. Gen. Corp., 651 A.2d 1361 (Del. 1995), structure Delaware's intermediate-scrutiny review of board defensive measures. Neither Texas nor Nevada has developed a comparably published line of enhanced-scrutiny doctrine; under the codified BJR statutes the review of defensive measures is more deferential, and the absence of a developed Revlon / Unocal common-law gloss is itself a litigation-risk consideration in any post-reincorporation defensive-measure dispute.
United Food & Commercial Workers Union v. Zuckerberg, 262 A.3d 1034 (Del. 2021), restated the Aronson v. Lewis test as a three-prong inquiry: (1) whether the director received a material personal benefit from the alleged misconduct; (2) whether the director would face a substantial likelihood of liability on any pleaded claim; (3) whether the director lacks independence from someone meeting (1) or (2). Each prong is asked of each director. Texas requires universal demand; Nevada applies an Aronson-line analysis.
Delaware has built — and continues to build — a robust pleading-stage discovery practice through §220. Lebanon Cnty. Emps.' Ret. Fund v. AmerisourceBergen Corp., 243 A.3d 417 (Del. 2020); KT4 Partners LLC v. Palantir Technologies Inc., 203 A.3d 738 (Del. 2019); In re Lululemon Athletica Inc. 220 Litig., 2015 WL 1957196 (Del. Ch. Apr. 30, 2015), have collectively expanded §220 reach to include corporate emails when reasonably necessary to the demand's purpose. TBOC §21.218 imposes a narrower scope.
Dell, Inc. v. Magnetar, 177 A.3d 1 (Del. 2017) and Verition Partners v. Aruba Networks, 210 A.3d 128 (Del. 2019) shaped appraisal practice such that deal-price-with-synergy-adjustments commonly approximates fair value. Nevada and Texas appraisal practice is far less developed.
Chancery's specialized judges, equity jurisdiction, and dense caselaw (over 220 years) produce predictable, fast outcomes. The Texas Business Court is new (2024) and Nevada has no specialized chancery analog.
Three categories of plaintiff-side strategy have been documented in pleadings and reported decisions: (a) pre-vote Delaware-law challenges to the reincorporation itself on process, disclosure, or fiduciary-breach grounds (e.g., Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024), reversed by Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025)); (b) §220 books-and-records demands prior to the reincorporation effective date; (c) post-reincorporation testing of the codified Texas or Nevada BJR. The frequency and weight of each strategy in any given period is a matter for empirical study, not characterization on this page.
A reincorporating company typically adopts a Texas or Nevada exclusive-forum bylaw simultaneous with reincorporation. Whether a pre-reincorporation Delaware-forum bylaw governs claims that accrued before the migration but are filed after closing remains a contested question.
Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024), held that entire-fairness review applied to the TripAdvisor / Liberty TripAdvisor Nevada conversion because of the controller dynamics and the move's reduction in stockholder rights. The Delaware Supreme Court reversed: Maffei v. Palkon, 2025 WL 384054 (Del. Feb. 4, 2025) (No. 125, 2024), holding that the business judgment rule — not entire fairness, not MFW — applies to a board's clear-day decision to reincorporate, even where a controller stands to gain reduced future litigation exposure. The Court held that "the hypothetical and contingent impact of Nevada law on unspecified corporate actions that may or may not occur in the future is too speculative to constitute a material, non-ratable benefit triggering entire fairness review."1 Practical effect: Maffei substantially narrows, rather than preserves, the pre-vote-challenge theory for controller-led reincorporations on a clear day; plaintiffs may still bring disclosure / process challenges, but the entire-fairness escape hatch is much harder to plead post-Maffei.
Reincorporation transactions take varied forms: statutory conversions under DGCL §266, triangular mergers under DGCL §251 with the surviving entity domiciled in TX or NV, and short-form mergers under DGCL §253. Counsel should confirm the actual transaction form before drawing appraisal, notice, or fiduciary-duty conclusions. Where applicable, Delaware appraisal under §262 is available unless the market-out exception applies. The appraisal litigation risk is highest when the reincorporation is bundled with material governance rights changes (loss of cumulative voting, expansion of exculpation, adoption of forum-selection bylaws).10b
Where a controller is present, the reincorporation may itself be characterized as a controller-affiliated transaction triggering entire-fairness review (with MFW-cleansing available if procedurally satisfied). The plaintiffs' bar has invoked this theory in Roblox, Affirm, Coinbase, and TripAdvisor reincorporation litigation.
Whether Caremark / Marchand oversight duty survives reincorporation in any meaningful form is a litigation lever. Defense counsel should preserve all internal monitoring documentation through the migration. Plaintiffs' counsel will argue that the codified Texas / Nevada BJR does not displace federal-securities-law oversight duties under §10A of the Exchange Act and Sarbanes-Oxley §404, even if state-law oversight doctrine is narrower.
Counsel should review D&O policies pre- and post-reincorporation for any changes in retention, defense cost coverage, choice-of-law clauses, state-law jurisdiction language, and exclusions for breach-of-loyalty claims. Whether the broader D&O market has begun to systematically differentiate pricing for TX/NV-domiciled issuers is a question requiring market-data sources (e.g., Aon, Marsh, Willis Towers Watson, or Woodruff Sawyer reports); this page does not assert a market-wide repricing absent that data.
The motion-to-dismiss denial in Tornetta v. Musk, 250 A.3d 793 (Del. Ch. 2019) (Slights, V.C.) framed Tesla's 2018 CEO compensation grant as subject to entire-fairness review on a controller-transaction theory. The post-trial rescission opinion is Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024) (McCormick, C.) (Jan. 30, 2024) (C.A. No. 2018-0408-KSJM), rescinding the 2018 grant on entire-fairness grounds. Tesla's reincorporation to Texas in June 2024 followed and is the catalyst case for the broader TX migration.
Appellate disposition. On December 19, 2025, the Delaware Supreme Court, sitting en banc, issued a per curiam opinion in In re Tesla, Inc. Derivative Litigation, 2025 WL 3689114 (Del. Dec. 19, 2025), captioned "AFFIRMED IN PART AND REVERSED IN PART." The Court reversed the rescission remedy and reinstated the 2018 plan, awarded $1 in nominal damages, and reduced plaintiff's counsel-fee award from $345 million to $54.5 million on a quantum meruit basis. Critically, the Court did not reach Chancery's underlying liability holdings — whether Musk was a controlling stockholder for purposes of the 2018 grant, whether the board had breached its fiduciary duties, and whether the grant was unfair. The per curiam noted that "the Justices have varying views on the liability determination" and chose "the narrower path" of resolving the appeal on remedy grounds alone. Chancery's entire-fairness liability holdings therefore remain standing as trial-court decisions without Supreme Court endorsement.
Doctrinal posture for Texas-domiciled controlled issuers. Whether Chancery's entire-fairness liability holding — left untouched by the Supreme Court's narrower remedy-only reversal — retains persuasive force in subsequent Delaware controller-compensation litigation, and whether either the liability holding or the remedy reversal would carry weight under codified Texas BJR (TBOC §21.419), is the open doctrinal question. Counsel advising controlled Texas-domiciled issuers should not treat the Supreme Court's reversal as a wholesale repudiation of the Chancery liability framework, nor should they treat the Chancery liability holding as appellate-endorsed precedent.10a
The Delaware Supreme Court reversed the Court of Chancery (Palkon v. Maffei, 311 A.3d 255 (Del. Ch. 2024)) and held that the business judgment rule applies to a board's clear-day decision to reincorporate, even where a controller might benefit from reduced future litigation exposure. The Court rejected the plaintiff's controller-affiliated-transaction theory because "the hypothetical and contingent impact of Nevada law on unspecified corporate actions that may or may not occur in the future is too speculative to constitute a material, non-ratable benefit triggering entire fairness review."1 The opinion materially narrows the avenue for pre-vote entire-fairness challenges to controller-led reincorporations; disclosure and process attacks remain available, but the controller-benefit theory has been substantially closed.
Roblox (David Baszucki, ~65% voting via dual-class B), MSG Networks and MSG Sports (Dolan family, ~51% via dual-class), and Affirm (Max Levchin, ~44% via dual-class B) each represent controlled-company moves to Nevada with attendant minority-rights changes; controller status is verified in `data.json` for these issuers.10 MSG Sphere (SPHR) is sometimes grouped with this set in commentary, but its controller status is recorded as UNKNOWN in our dataset and we therefore omit it from this list pending primary-source confirmation. The litigation footprint for each is developing as this page is written; primary-source pleadings should be checked before any specific litigation-watch claim is repeated.
TCBI is the cohort's only failed reincorporation vote. Final tally per Form 8-K Item 5.07 (Apr. 21, 2026): 18,181,458 shares For, 22,047,429 Against, 29,945 Abstentions, 1,680,624 Broker Non-Votes. Per the company's DEFA14A supplemental proxy disclosure (Mar. 16, 2026), the proposal required approval by a majority of shares outstanding and entitled to vote — not majority of votes cast. Under that standard, abstentions and broker non-votes had the effect of votes against. The 45.2% figure (For ÷ (For + Against)) is therefore not the legal approval threshold.8 The proxy contest produced public-record materials — including ISS / Glass Lewis reports — that map shareholder-side opposition arguments to a Texas reincorporation: loss of derivative-suit access, weaker oversight doctrine, controller-cleansing concerns. These materials are useful templates for both proxy-defense and proxy-attack counsel in future contests.
Coinbase completed its Texas reincorporation effective December 15, 2025, following written-consent approval (DGCL §228) executed November 4, 2025 by a consenting bloc of founder Brian Armstrong and co-founder Fred Ehrsam, who collectively held approximately 78.40% of voting power (41,464,889 Class B + 12,407 Class A shares; Class B carries 20 votes per share). The board approved the reincorporation on October 29, 2025; the record date was October 31, 2025; the consent was executed November 4, 2025; the PRE 14C Information Statement was filed November 12, 2025 (accession 0001679788-25-000218); and the reincorporation became effective December 15, 2025 at 5:00 p.m. Eastern (8-K accession 0001679788-25-000247).9 The post-effective-date doctrinal question is whether the Maffei v. Palkon framework, applied to a clear-day Nevada reincorporation, extends to a dual-class Texas reincorporation; no published Delaware-court decision has yet adjudicated the question.
Gusinsky v. Reynolds (N.D. Tex. Mar. 17, 2026) is the first federal-court application of SB 29's §21.552 ownership threshold but does not reach the codified BJR question. No published Texas state-court decision has yet addressed whether TBOC §21.419 (codified business-judgment rule) operates as a substantive bar to entire-fairness analysis at the motion-to-dismiss stage in controller-affiliated transactions. The first such decision will shape the litigation landscape; counsel should track the Texas Business Court docket closely.
Several questions remain open and will be tested in the first generation of post-reincorporation litigation:
0001679788-25-000218); Coinbase Global, Inc., Current Report (Form 8-K) (filed Dec. 15, 2025; reincorporation effective Dec. 15, 2025 at 5:00 p.m. ET) (accession 0001679788-25-000247) (project dataset records actual_effective_date_iso = 2025-12-15, status_label = COMPLETED, controlled = 1; consenting bloc = Brian Armstrong + Fred Ehrsam at ~78.40% voting power via super-voting Class B (41,464,889 Class B + 12,407 Class A shares); board approval Oct. 29, 2025; record date Oct. 31, 2025; written consent executed Nov. 4, 2025 under DGCL §228; PRE 14C filed Nov. 12, 2025).Notes-format conventions. Each footnote identifies the primary authority (statute, case, or filing); pin-cites the operative subsection or page; and provides an explanatory parenthetical describing why the authority supports the body sentence. Bluebook 21st conventions used throughout. Open pin-cite items are flagged "pending verification" and will be tightened in the next revision once external verification artifacts (Westlaw/Lexis confirmations, slip opinions, SEC accession numbers) are in hand.