Coinbase's Texas move makes shareholders write to its board before suing over 2021-2023 conduct

Guillaume's suit lasted about 169 days from filing to the October 2 order ^[16], and it ended over a letter he never sent ^[1]. If he had sent a demand on the day he filed, it would have cleared Texas's waiting period in mid-July ^[21]. That period is 79 days shorter than the life of the suit that skipped it ^[17].

Delaware's test, as the opinion described it, requires particularized allegations that individual directors took a material personal benefit, faced a substantial likelihood of liability, or lacked independence, and at least half the relevant board has to meet it ^[7]. For a public company, Texas instead requires a particularized written demand that identifies the disputed conduct and requests suitable corporate action ^[9]. Judge Andrea K. Bouressa's order held that Guillaume's futility allegations could not substitute for that request ^[4][15].

The opinion tied a shareholder's authority to sue on the company's behalf to where the company is incorporated when he uses that authority. It reasoned that a shareholder acquires no vested right, at the moment a corporate claim arises, to bring it on the corporation's behalf later ^[10]. Coinbase's conversion took effect on December 15, 2025 ^[6]. That was 122 days before Guillaume filed ^[18] and about two and a half years after the last act he alleged ^[20].

The ruling can play out in a few ways. If Guillaume or another holder sends the demand and refiles after the wait, the conversion has bought Coinbase's board 90 days and the first response ^[9]. Another court could give weight to the language Guillaume cited from Coinbase's own conversion disclosures, preserving eligible holders' standing to bring derivative claims over earlier conduct ^[14], and that would narrow the no-vested-right reasoning. Should the order stand, boards weighing a move have a court's answer on whether a conversion reaches old claims. Brian Armstrong, Coinbase's chief executive, is already making that pitch: on October 9 he praised the precedent as encouraging more companies to incorporate in Texas, and thanked Greg Abbott ^[11].

We think the ruling strengthens the case for a Texas move by less than that endorsement suggests. What a board gets is a delay, or rather, the first response: claims about its directors reach it in writing before they reach a judge ^[9]. Coinbase has so far not had to defend the alleged conduct on its merits ^[2]. The counter-thesis is that getting the first response is worth far more than 90 days if a Texas court gives a board's rejection heavy weight once the suit resumes. CryptoSlate's account does not describe how a court reviews a rejected demand. If a rejected demand proves hard to get past, our view is too modest. If a holder who writes the letter is litigating the same claims soon after day 91, it holds.