Dropbox, Inc.

 

On behalf of Plumbers & Fitters Local 295 Pension Fund (“Plaintiff”) and a proposed class of Dropbox, Inc. (“Dropbox”) public stockholders, KTMC is leading litigation challenging the reincorporation of Dropbox from Delaware to Nevada (the “Reincorporation”).  Plaintiff alleges that Defendants – (i) Dropbox; (ii) Dropbox’s controlling shareholder, CEO, and Board chairman, Andrew Houston (“Houston”); and (iii) other Dropbox directors – executed the Reincorporation to preserve and increase Houston’s control, voting power, and equity interest, and to shield themselves from stockholder litigation and liability. Plaintiff also alleges that Defendants effectuated the Reincorporation through an unfair process that included: (i) an under-powered and conflicted “evaluation committee,” (ii) a materially false and misleading information statement shared with stockholders, and (iii) Defendants’ failure to reconsider the Reincorporation despite recent updates to Nevada and Delaware law.

Plaintiff filed the operative complaint on June 25, 2026.  Defendants filed a motion to dismiss on July 10, 2026, which the parties are currently briefing.