Nvidia Groq Deal Faces Investor Lawsuit Over Alleged Fiduciary Breaches

Nvidia Corp. is facing a legal challenge over its $20 billion deal with Groq Inc. Two former Groq shareholders have filed a lawsuit in Delaware’s Chancery Court, alleging that Groq’s senior leaders were motivated by lucrative side agreements to approve the transaction. The lawsuit claims the deal, which closed last December, involved a reverse acqui-hire where Nvidia bought most of Groq’s assets and hired its staff, benefiting the corporate directors who approved it.

The deal has already drawn antitrust and congressional scrutiny, as Nvidia seeks to strengthen its dominance in the AI chip market. The lawsuit alleges that the arrangement breached fiduciary duties and cost Groq’s stockholders billions of dollars. The plaintiffs argue that even innovative transactions must comply with Delaware law.

Groq responded with a statement calling the lawsuit meritless and vowing to defend itself vigorously. The company claims the deal delivered exceptional value for its investors and employees. Nvidia is not named as a defendant in the lawsuit, which was originally filed under seal on September 29 and unsealed on October 5, 2026.