Ex-Groq Engineers Sue Board Over Nvidia $20 Billion Deal Alleging Conflict of Interest

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Two former Groq engineers have filed a lawsuit against the company's board, accusing it of mishandling a $20 billion deal with Nvidia and undervaluing minority shareholders' interests, according to Financial Times sources.

Two former engineers of Groq, Benjamin Serebrin and Joshua Rubin, have initiated legal action against the company's board of directors, challenging the legality of a major transaction with Nvidia completed in 2025 valued at $20 billion. As reported by Financial Times citing anonymous sources, the plaintiffs allege that the board improperly transferred company assets through a non-exclusive licensing agreement that failed to safeguard the interests of all shareholders, particularly minority stakeholders.

The lawsuit contends that in orchestrating the deal, Groq's board faced conflicts of interest and neglected its fiduciary duties to secure the best possible deal structure and pricing for every class of shareholders. Furthermore, the suit claims that the board denied certain shareholders their rights to vote on the agreement, raising questions about the fairness and transparency of the transaction process.

Groq, known for developing advanced tensor processing technology, entered into an agreement with Nvidia in 2025, reportedly involving an unconventional licensing framework rather than a straightforward acquisition. The financial details and governance implications of this deal have since become the subject of scrutiny.

The complaint highlights concerns about how the board balanced competing interests amid this transformative deal and whether minority shareholders were adequately informed and empowered.

At this stage, no official response from Groq or Nvidia regarding the lawsuit has been disclosed, and the legal proceedings will likely explore the governance and valuation questions raised. This case underscores the complexities corporate boards face when navigating high-value technology deals, especially those structured in nonstandard ways that may affect shareholder rights.

As developments unfold, further information is expected about how this dispute might impact Groq's corporate governance standards and Nvidia's broader strategic integration plans.