A Delaware judge has declined to dismiss a shareholder lawsuit accusing Coinbase CEO Brian Armstrong and board member Marc Andreessen of trading on nonpublic information ahead of the company’s 2021 public listing, allowing the case to proceed.
Key Points
- Delaware court allows shareholder lawsuit against Coinbase executives to proceed.
- Lawsuit claims Armstrong and Andreessen used insider knowledge to sell shares during 2021 direct listing.
- Internal review cleared executives, but independence of committee member questioned, keeping case alive.
A Delaware court has allowed a shareholder lawsuit against Armstrong and Andreessen to move forward, even after an internal company review found no evidence of misconduct. According to a report by Bloomberg Law, Judge Kathaleen St. J. McCormick ruled on Friday that the case could proceed. The lawsuit, filed in 2023, claims Andreessen sold approximately $118.7 million in Coinbase shares through his venture firm, Andreessen Horowitz, while Armstrong sold about $291.8 million worth of stock.
The lawsuit focuses on Coinbase’s choice to go public via a direct listing instead of a traditional initial private offering (IPO). Unlike an IPO, the direct listing did not impose a lockup period, allowing existing shareholders to sell their shares immediately, and it did not issue new shares that could dilute existing ownership.
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The lawsuit’s plaintiff claims that Coinbase directors were aware the company was overvalued and sold shares to avoid potential losses. Coinbase and its executives have denied the allegations, stating there is no evidence they acted on nonpublic information. The company reportedly told Bloomberg Law it was disappointed by the court’s ruling and intends to vigorously defend against the claims.
The lawsuit was paused last year while a special litigation committee conducted a 10-month review, ultimately recommending that the case be dismissed. The committee found the stock sales were limited and intended primarily to ensure liquidity for Coinbase’s direct listing, noting that the company’s share price closely mirrored Bitcoin’s performance, undermining claims of insider-driven trades. However, the plaintiff questioned the committee’s independence, citing past business connections between member Gokul Rajaram and Andreessen’s firm. Judge McCormick agreed that these ties raised valid concerns, though she noted there was no evidence of bad faith.
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The lawsuit’s continuation comes amid reports of tension between Armstrong and the White House. A source close to the Trump administration suggested that the White House might withdraw support for the CLARITY Act unless Coinbase reached a bank-friendly yield agreement.
The administration was reportedly upset over Coinbase’s decision to pull its backing for the bill, which the company said raised concerns about potential restrictions on decentralized finance, tokenized stock trading, and sharing stablecoin yields with customers. Sources described the move as a “rug pull” against both the White House and the broader crypto sector, while emphasizing that no single company represents the entire industry.
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