❯ Two former Groq engineers sue the board, saying the $20 billion licensing deal with Nvidia short-changed common shareholders

The target is the deal structureBenjamin Serebrin and Joshua Rubin, two former engineers who hold Groq shares, filed suit in Delaware last Friday against Nvidia and Groq’s board. According to National Technology, the complaint says the board improperly sold core assets and took billions of dollars in benefits for itself, senior management and affiliated funds that it did not share with other stockholders.

A license in name, with 90% of staff goneGroq is an AI chip company. In December 2025, Nvidia announced a “non-exclusive” technology license with it worth about $20 billion, with Groq nominally remaining independent. As laid out by Crypto Briefing, $17 billion was a cash licensing fee and another $3 billion was a pool of Nvidia stock for the roughly 200 engineers who joined Nvidia. About 90% of Groq’s workforce moved to Nvidia, including founder Jonathan Ross.

Common holders got lessThe plaintiffs say common stock was sold at a discount while engineers who left for Nvidia received separate compensation. The lawsuit is aimed at exactly this structure: no traditional acquisition, a licensing fee plus stock for the team that joins, and proceeds divided unevenly among classes of shareholders. In September, the US Department of Justice opened an antitrust investigation into whether the deal sidestepped merger notification requirements.

ResponsesGroq called the allegations “meritless” and said the license delivered “exceptional value.” Nvidia declined to comment. If a court finds the board breached its duty, other deals built the same way would face shareholder claims, and substituting “license plus hiring” for an acquisition would become more expensive for large companies.

▮ SIGNALThe acquisition that is not called an acquisition avoided antitrust review and the common shareholders’ vote, and now both are coming to collect.