Grabski v. Andreessen: Court of Chancery Addresses Brophy Claims Against Officers and Directors in a Direct Listing

February 14, 2024

Publication| Corporate Transactions| Corporate Governance| Mergers & Acquisitions| Special Committees & Investigations| Corporate & Chancery Litigation

In Grabski v. Andreessen, C.A. No. 2023-0464-KSJM (Del. Ch. Feb. 1, 2024), the Delaware Court of Chancery declined to dismiss fiduciary claims against officers and directors of Coinbase Global, Inc. who sold shares in a going-public transaction.  In the opinion, the court, which has in recent years decided a number of cases involving companies going public via de-SPAC mergers, addressed fiduciary principles in the context of another alternative to a traditional initial public offering: the direct listing.

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