Grabski ex rel. Coinbase Global, Inc. v. Andreessen et al, C.A. No. 2023-0464-KSJM (Del. Ch. Jan. 30, 2026)
This derivative action involves the cryptocurrency platform Coinbase Global. Coinbase went public through a direct listing in which the defendants sold $2.9 billion worth of stock. Following disappointing earnings and a considerable drop in the stock price, a purchaser in the direct listing filed this derivative suit alleging that the defendants sold based on material non-public information and were unjustly enriched. After the case survived dismissal, Coinbase formed a two-member special litigation committee that investigated and then moved to terminate the claims. In this decision, the Court of Chancery conducted an analysis under the Zapata test and denied the committee’s motion. The Court found a material fact dispute regarding one committee member’s independence based on his cumulative economic and professional ties to one of the director defendants and that director’s affiliated venture capital firm, Andreessen Horowitz. The Court noted, however, that the committee’s report “paint[ed] a compelling narrative” and could “lay a path” to summary judgment for the defense.
