Cryptocurrency exchange Coinbase filed Wednesday to reincorporate in Texas, abandoning Delaware as the company’s Chief Legal Officer Paul Grewal cited the state’s increasingly unpredictable legal environment in a scathing Wall Street Journal op-ed.
The move makes Coinbase the latest major corporation to flee Delaware for Texas’s business-friendly climate, following Tesla and SpaceX’s relocations after Elon Musk’s public campaign against Delaware’s Chancery Court system.
“Delaware’s legal framework once provided companies with consistency. But no more,” Grewal wrote, pointing to recent “unpredictable outcomes” from Delaware judges that have undermined the state’s reputation as America’s corporate capital.
Coinbase’s decision reflects Texas’s growing dominance as corporations seek legal predictability and governance flexibility. Texas law allows companies to limit shareholder lawsuits against executives for breach of fiduciary duty, providing stronger protections than Delaware’s increasingly activist judiciary.
The corporate exodus accelerated after Delaware’s Chancery Court voided Musk’s $56 billion Tesla compensation package in early 2024, prompting the billionaire to declare: “If your company is still incorporated in Delaware, I recommend moving to another state as soon as possible.”
Major companies joining the flight include Dropbox, TripAdvisor, and venture firm Andreessen Horowitz, all citing Delaware’s deteriorating business climate. Trump Media & Technology Group and Pershing Square have also abandoned Delaware for more welcoming jurisdictions.
Texas has emerged as the clear winner in this corporate migration, offering what Grewal described as “efficiency and predictability, in part thanks to recent corporate-law reforms that enhance governance flexibility and legal predictability.” Texas has been ranked America’s top business climate for three consecutive years.
The timing of Coinbase’s announcement appears strategic, coming as the company and early backer Andreessen Horowitz face a Delaware lawsuit concerning share sales tied to Coinbase’s 2021 public listing. The move to Texas could provide the company stronger legal protections against such shareholder challenges.
Like Musk, Coinbase CEO Brian Armstrong was a major supporter of Donald Trump’s 2024 presidential campaign, aligning with the broader trend of business leaders seeking refuge from what they view as Delaware’s increasingly hostile legal environment.
Delaware’s dominance as America’s corporate home has rested on its specialized Chancery Court system and business-friendly laws, with over 60 percent of Fortune 500 companies incorporated there. However, recent judicial activism and unpredictable rulings have shaken corporate confidence in the state’s legal framework.
Texas’s corporate law reforms have positioned the state as Delaware’s primary competitor, offering enhanced governance flexibility while maintaining legal certainty. The state’s business-friendly policies, combined with its economic growth and pro-enterprise political leadership, continue attracting major corporations seeking stability.
Grewal concluded his op-ed by noting that corporate domiciles have shifted before, from New York to New Jersey to Delaware. “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.”
The corporate exodus represents a significant victory for Texas’s economic sovereignty, demonstrating the state’s ability to attract major businesses through superior legal frameworks and business-friendly policies that prioritize enterprise over judicial activism.
