Coinbase Board and CEO Brian Armstrong Face Shareholder Lawsuit

Coinbase Global’s board of directors, including CEO Brian Armstrong, is currently facing a major shareholder derivative lawsuit. 

The complaint alleges that the executives and directors of the American crypto behemoth violated federal securities laws by issuing false or misleading public statements from April 14, 2021 through June 5, 2023. 

The plaintiff lawyers are suing the executives on behalf of Coinbase itself since this is a “derivative” action, as explained by Consensys lawyer Bill Hughes. 

If the lawsuit is successful, any monetary damages recovered would be paid back to the corporate treasury. 

Misleading statements and risky listings 

The complaint alleges that Coinbase’s marketing assurances regarding trust and safety were misleading. 

Institutional assets were kept legally separate, but retail customer assets were allegedly commingled.

The suit claims retail holdings could be legally treated as the property of a bankruptcy estate. 

Coinbase allegedly only disclosed this severe bankruptcy risk in its quarterly filing that dated back to May 10, 2022. 

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The lawsuit, which cites Coinbase’s own internal framework for determining securities, claims that the trading platform  proceeded to list assets with high-risk assets, contradicting its public statements. 

The complaint also touches upon Coinbase’s much-talked-about settlement with the New York State Department of Financial Services (NYDFS).

The NYDFS investigation shed light on a slew of due diligence  failures.  

The crypto behemoth allegedly suffered a backlog of over 100,000 unreviewed transaction monitoring alerts by the end of 2021. This was due to weak training and poor oversight. 

This resulted in a $100 million settlement ($50 million penalty and a $50 million mandated compliance investment).