Groq shareholders sue Groq's old board in Delaware, saying the $20bn Nvidia deal was a sale that skipped a shareholder vote

Two Groq shareholders, Benjamin Serebrin and Joshua Rubin, whom CNBC describes as former Groq engineers, have sued Groq's former board and its former chief executive, Jonathan Ross, in the Delaware Court of Chancery, Bloomberg Law reported on 5 October; CNBC reported the suit the same day. Bloomberg Law, which spells the second name Robin, gives the case as Serebrin v. Ross and reported that the complaint, first filed under seal, was unsealed on 5 October. Nvidia is not a defendant. The complaint itself would not open from here, so its contents are as the outlets reported them.

The suit concerns Nvidia's roughly $20 billion agreement with Groq from December, under which Nvidia licensed Groq's inference technology and hired staff including Ross, CNBC reported. Bloomberg Law called the deal an unusual “reverse acqui-hire”.

The plaintiffs argue that the deal was in substance a sale of the company, so Delaware law required a shareholder vote that never happened, CNBC reported. They also say the board ran no process to test the price, and that conflicted directors and affiliated funds gained when the remaining shareholders were later cashed out, CNBC reported. Bloomberg Law reported that the suit calls the price paid to those shareholders too low.

A Groq spokesperson said, “This lawsuit is meritless and we will vigorously defend ourselves against it,” according to CNBC. No court has ruled. The suit tests, from the shareholders' side, a deal that licensed a startup's technology and hired its people rather than buying the company outright.

• Reported Groq shareholders Benjamin Serebrin and Joshua Robin (Rubin, per CNBC) sued Groq's former board and Jonathan Ross in the Delaware Court of Chancery; Nvidia is not a defendant, Bloomberg Law reported. Bloomberg Law
• Reported The suit argues the roughly $20bn Nvidia deal was a sale requiring a shareholder vote, CNBC reported. CNBC (Longbridge)
• Claimed A Groq spokesperson called the lawsuit meritless, CNBC reported. CNBC (Longbridge)