Anthropic voids unauthorized secondary trades; Delaware test

On May 11, Anthropic updated its bylaws to declare any sale or transfer of its stock without explicit board approval “void and will not be recognized on our books and records.” The policy covers direct sales, beneficial interests, forward contracts, special purpose vehicles and tokenized securities, and it applies to transactions on private-market platforms including Forge Global and Hiive.

Anthropic published a list of firms it considers unauthorized, naming Open Door Partners, Unicorns Exchange, Pachamama, Lionheart Ventures, Sydecar, Upmarket and certain new offerings on Forge and Hiive. The company said shares acquired through those channels do not carry recognized stockholder rights.

Secondary pricing on Forge recently implied an Anthropic valuation near $1 trillion. Anthropic’s most recent primary funding round, closed about three months earlier, valued the company at roughly $380 billion and was led by GIC and Coatue.

Gabriel Shapiro, founder of the crypto law firm MetaLeX, warned on social media that using the word “void” represents the most aggressive approach under Delaware corporate law. “A void transfer is treated as if it never existed and precludes many equitable defenses available to downstream buyers,” he wrote.

Legal advisers note a void transfer differs from a voidable transfer because a void transaction cannot be ratified in court. That distinction could leave buyers on secondary platforms without standard equitable defenses and require recovery claims against upstream sellers.

Forge CEO Kelly Rodriques confirmed the roughly $1 trillion implied valuation on secondary markets. Glen Anderson, chief executive of Rainmaker Securities, noted offers for Anthropic shares were often taken within a day and that there are “almost no sellers.” Bradley Horowitz, general partner at Wisdom Ventures and an early Anthropic investor, described receiving “daily offers from the ridiculous to the sublime” and said his firm is not selling.

The update affects investors who hold shares through exchanges, SPVs or tokenized offerings; those holders may find their positions lack recognized ownership rights. Affected investors must decide whether to seek recovery from upstream sellers or await court rulings that could clarify the limits of bylaw language under Delaware law.

Delaware courts are expected to be the initial venue for disputes over the enforceability of Anthropic’s bylaw language. Market participants and legal advisers are watching for potential lawsuits and rulings that could influence how transfer restrictions are drafted and enforced at other private companies.