Foley Guides Coinbase in Strategic Reincorporation to Texas

Foley & Lardner LLP is serving as Texas counsel to Coinbase Global, Inc. in its reincorporation from Delaware to Texas. The company filed with the U.S. Securities and Exchange Commission (SEC) its plans to move to Texas, which has become an increasingly attractive hub for innovative companies and will ensure more predictable opportunities for Coinbase, its shareholders, and its customers.

Coinbase Chief Legal Officer Paul Grewal opined about this decision in The Wall Street Journal article, “Why Coinbase Is Leaving Delaware for Texas.” In it he states: “This choice is much bigger than Coinbase. It’s part of a movement of businesses choosing markets with favorable regulatory and judicial-review systems. Several states have recently adopted policies aimed at increasing economic freedom, which drives competition—the laboratory of democracy at work. Businesses can choose which state is best for growth, innovation and their shareholders.”

Coinbase, the largest U.S.-based cryptocurrency platform, is the latest company to reincorporate in Texas after recent corporate-law reforms were enacted that enhance governance flexibility and legal predictability, including the establishment of the Texas Business Court system and Senate Bill 29 that modernized the Texas Business Organizations Code.

“Senate Bill 29 strengthens Texas’ corporate legal framework and creates certainty and predictability. It aims to make Texas the preferred jurisdiction for legal domestication, by creating an environment where ambitious, innovative companies can thrive,” said Foley partner Chris Converse, who helped draft and advocate for the passing of the law.

The Foley team representing Coinbase in this significant move is led by partners Chris Converse and Christopher Babcock, and includes partners Patrick Daugherty, Greg Meeks, and Todd Murray, and associate Angel Torres.