Coinbase’s reincorporation in Texas changed the procedural requirements for a shareholder seeking to pursue derivative claims tied to the company’s earlier Delaware period. On October 2, the Texas Business Court dismissed Gary Guillaume’s action without prejudice because he had not first made the particularized written demand required under Texas law. The court did not determine whether the alleged misconduct occurred. Judge Andrea K. Bouressa assumed, without deciding, that Delaware law governed the underlying claims but held that Texas law governed Guillaume’s authority to bring them on Coinbase’s behalf after the company’s December 15, 2025 conversion. Coinbase CEO Brian Armstrong praised the precedent on October 9 and thanked Greg Abbott. The ruling highlights how the law governing past corporate conduct can differ from the law governing a shareholder’s later ability to challenge it. Coinbase’s 2025 conversion was approved by written consent after an Armstrong- and Fred Ehrsam-associated group held approximately 78.40% of voting power, while later company disclosures reported different ownership and voting-power figures under SEC beneficial-ownership rules.