Leer en español: Ingenieros de Groq demandan por el acuerdo con Nvidia: ¿quién cobró?

Two former Groq engineers have sued the AI chip startup’s board, saying the company’s giant deal with Nvidia left ordinary shareholders behind. The complaint, filed in the Delaware Court of Chancery on 29 September, was unsealed on 5 October (Bloomberg Law).

What happened

Last December, Nvidia struck a deal with Groq: a “non-exclusive license” to Groq’s chip technology plus hiring its leaders, including founder Jonathan Ross. Reports value it at between $17 billion and $20 billion. It was not a normal acquisition, so Groq as a company stayed behind. The US Justice Department has been asking questions about the structure (New York Times, via Reuters, 10 Sep).

Now Benjamin Serebrin and Joshua Robin, former Groq engineers and shareholders, say the board sold Groq’s most valuable parts, its technology and the engineers who built it, without a stockholder vote. They allege executives received “billions of dollars in benefits” through side agreements that other shareholders didn’t share. They also say the company that was left behind was then cashed out at $3.5 billion, a price they call “lowball.”

Why people are arguing

Groq calls the lawsuit “meritless” and says the deal “delivered exceptional value for Groq, our investors, and our employees.” Nvidia has defended the deal as “the American system working as designed.” Critics see a pattern: big tech licenses a startup’s technology and hires its team instead of buying the company. That avoids a full merger review and can leave employees who hold shares with less than they expected. The court will decide who is right. These are allegations, not findings.

What it means if you’re building a startup

Your equity is only worth what the deal structure says it’s worth. In a normal sale, every shareholder is paid through the cap table, in the order set by liquidation preferences. In a “license and hire” deal, the money can flow somewhere else entirely. If you hold common stock or options, read the documents that cover a sale of assets, and know whether a stockholder vote is required. Start with liquidation preferences, explained.

Sources

• Bloomberg Law, “Nvidia’s $20 Billion Groq Deal Hit With Valuation Challenge”, Mike Leonard, 5 Oct 2026: news.bloomberglaw.com
• CNBC, “Nvidia’s $20 billion Groq deal faces lawsuit alleging startup’s stockholders were shortchanged”, 5 Oct 2026: cnbc.com
• Reuters, “DOJ probes Nvidia’s licensing deal with AI startup Groq, NYT reports”, 10 Sep 2026: thestar.com.my
• Case: Serebrin v. Ross, No. 2026-1291, Delaware Court of Chancery. Allegations only; nothing has been proven.

Written by Fabian Cisneros. Educational only — not investment, legal or tax advice. See the full disclaimer.