Anthropic raises alarm over secondary share sales
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Illustration: Sarah Grillo/Axios
Anthropic is cracking down on unauthorized secondary stock sales. At least rhetorically.
Why it matters: There may be a lot of people, or even institutions, who think they have Anthropic shares but really don't.
Driving the news: Tech fintwits has been buzzing over this Anthropic blog post, which warns:
- "Any sale or transfer of Anthropic stock, or any interest in Anthropic stock, that has not been approved by our Board of Directors is void and will not be recognized on our books and records."
- It then calls out eight secondary trading platforms by name, including well-known ones like Hiive and Forge. Both companies tell Axios that they only facilitate issuer-approved transfers, and Forge adds that it's asked Anthropic to remove its name from the list (which hasn't happened as of this writing).
The big picture: Anthropic's restrictions aren't unusual.
- Most startups require board approval for common stock transfers, often with ROFRs attached.
- Preferred stock restrictions are more of a mixed-bag, although they become much more prevalent when startups graduate to decacorn+ valuations.
- Anthropic declined to comment on if it restricts preferred stock sales, or if it approves share transfers.
Zoom in: The complication is usually around SPVs, which may offer indirect exposure via a derivative.
- Anthropic says it doesn't permit SPVs to buy Anthropic stock, even though there are plenty of SPVs that have claimed access. Some are even on file with the SEC.
- Some SPVs are structured as derivatives themselves, signing agreements with authorized holders — something that's nearly impossible for issuers to police.
- There also are complicated Delaware rules on transfer restrictions, which require they be validated by the holder if imposed after shares were acquired.
Reality check: Anthropic is blasting out a loud warning to would-be buyers and sellers, but is unlikely to do much enforcement.
- It would be a titanic legal headache that could delay its IPO, all for the sake of booting some minnows from the pond.
What to watch: SpaceX's cap table is said to be stuffed full of SPVs and other secondary buyers. It doesn't seem to much care, but its stock transfer agents might learn some lessons for future mega-IPO issuers.
- Anthropic also has held talks to raise tens of billions of dollars in new venture funding, likely at a record valuation, even though it's not yet at the term-sheet stage.
The bottom line: Silicon Valley and the SEC have allowed the secondary markets for private shares to run wild.
- Anthropic has achieved amazing things, but putting toothpaste back into the tube may be a step too far.
