Show description: Coinbase completed a shareholder-approved move that changes its legal domicile from Delaware to Texas and established its headquarters in Texas. The company cited Texas' lack of a state corporate income tax, regulatory clarity for digital asset businesses, and the availability of a specialized Texas Business Court as reasons for the change. The Texas Business Court was created by state legislation in 2023 to handle complex corporate disputes. The move changes the applicable state corporate law and the venues for shareholder and corporate litigation for Coinbase. Reincorporation affects corporate governance and litigation planning, including timelines, remedies, and legal strategy for shareholder disputes. Texas' state tax profile removes a state-level corporate income tax and can alter tax and financial planning as well as decisions about holding companies, subsidiaries, and operational headquarters. State-level regulatory posture does not replace federal oversight, so companies must still navigate federal agency expectations. Many investors and lawyers have historically preferred Delaware incorporations due to the Court of Chancery and Delaware's body of corporate case law on fiduciary duties, stockholder rights, and preferred stock protections. Delaware relies heavily on revenue from corporate franchise taxes. Possible responses from Delaware include procedural updates in its courts, targeted legislative changes, or adjustments to franchise fee schedules. Corporate leaders should evaluate the legal and tax consequences of changing domicile versus creating Texas-based subsidiaries, run scenario analyses comparing Delaware and Texas outcomes for litigation risk and tax liabilities, consult specialized corporate counsel and tax advisors, track early cases in the Texas Business Court and any state guidance on digital assets, and document governance changes for boards and investors. 

Source: https://theweb3.news/crypto/coinbase-picks-texas-hq/

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