Anthropic declared all unauthorized secondary trades of its stock void on May 11

Anthropic on May 11 voided all unauthorized secondary trades of its stock, a move that crypto lawyer Gabriel Shapiro warned could trigger significant litigation under Delaware law and send ripples through global private markets where the AI company’s valuation recently crossed $1 trillion.

The company posted a notice stating that any sale or transfer of its shares without explicit board approval “is void and will not be recognized on our books and records,” according to a page on Anthropic’s Claude Help Center. The policy covers direct sales, beneficial interests, forward contracts, special purpose vehicles, and tokenized securities.

What Anthropic actually did

Anthropic’s transfer restrictions, embedded in its corporate bylaws, now nullify share transactions on secondary platforms including Forge Global and Hiive, two of the largest private-market exchanges.

The company published a list of firms it considers unauthorized. These include Open Door Partners, Unicorns Exchange, Pachamama, Lionheart Ventures, Sydecar, Upmarket, and new offerings on Forge and Hiive, according to its support page. Anyone who purchased shares through these channels holds no recognized stockholder rights.

Just weeks earlier, Anthropic’s implied valuation on Forge Global had reached roughly $1 trillion, overtaking OpenAI’s $852 billion secondary-market price. Forge CEO Kelly Rodriques confirmed the valuation, and one shareholder was reportedly offering to sell at a $1.15 trillion implied valuation through Saints Capital.

Why the legal wording matters

Shapiro, founder of crypto law firm MetaLeX, flagged the word “void” as the most aggressive legal position Anthropic could have chosen. Under Delaware corporate law, declaring transfers void, rather than voidable, eliminates most equitable defenses available to downstream buyers.

The distinction is not academic. A voidable transfer can potentially be ratified or defended in court. A void transfer, in theory, never existed.

That creates a specific problem for anyone who bought Anthropic shares on the secondary market without board approval. Original sellers could potentially retain both the cash from the sale and the shares, while downstream buyers would need to pursue upstream parties for recovery, Shapiro warned. Entire chains of secondary transactions could be wiped from Anthropic’s cap table at once.

Secondary platforms had been pricing Anthropic shares at valuations far above the $380 billion struck in its most recent primary funding round, closed roughly three months ago and led by GIC and Coatue, according to Business Insider. That gap between primary and secondary pricing fueled demand for exactly the kind of indirect exposure vehicles Anthropic now considers invalid.

Global market implications

The crackdown sends a clear signal to private-market investors worldwide. Anthropic is one of only three pre-IPO companies, alongside OpenAI and SpaceX, to reach trillion-dollar territory on secondary markets. Voiding transactions at this scale could freeze secondary trading activity in AI shares more broadly, as buyers reassess the enforceability of transfer restrictions at other high-profile private companies.

Glen Anderson, CEO of merchant bank Rainmaker Securities, said that demand for Anthropic shares had been intense, with offers sometimes snapped up within a day. “There are almost no sellers,” Anderson said. Bradley Horowitz, general partner at Wisdom Ventures and an early Anthropic investor, echoed that his firm receives “daily offers from the ridiculous to the sublime” but is not selling.

That demand may now collide with legal uncertainty. Buyers on Forge, Hiive, and through SPV structures face the possibility that their holdings carry no recognized ownership rights.

What to watch

Courts in Delaware will likely be the first venue where the enforceability of Anthropic’s void-transfer stance gets tested. Investors holding secondary shares should watch for potential class action filings. The broader question is whether other trillion-dollar private companies adopt similar transfer restriction language, which could reshape how secondary markets for pre-IPO AI companies function globally.

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