AI startup Anthropic announced it will not recognize any transfers of its stock or stock-related rights that lack board approval. This warning comes as the over-the-counter market for unlisted AI company shares expands, raising concerns that investors purchasing indirect investment products may not secure actual shareholder rights.
In a notice released on May 19, Anthropic stated that sales or transfers of its stock or related rights without board approval are invalid and will not be recorded in the company's books.
Anthropic explained that investors who engage in such transactions will not be recognized as shareholders and will not possess shareholder rights.
This move coincides with a growing demand for over-the-counter investments in Anthropic shares. As competition in generative AI intensifies, there is increasing interest in securing stakes in promising AI companies before they go public. Some brokerage platforms have promoted indirect investment products, citing the difficulty of directly purchasing unlisted stocks.
Anthropic clarified that it does not permit transfers of both common and preferred shares without board approval. It also included indirect investments through special purpose vehicles (SPVs) in its prohibition. Proposals to offer existing investment round shares or future investment round participation rights through SPVs are also banned.
Forward contracts, tokenized securities, and indirect investment funds have also been flagged as areas of concern. Anthropic indicated that structures providing general investors access to its shares through these methods may involve transactions that the company does not recognize, potentially invalidating the rights acquired by investors.
Anthropic has placed companies such as Opendoor Partners, Unicorns Exchange, Pachamama, Lionheart Ventures, Hive, Foji's new offerings, Sidecar, and Upmarket on its warning list. The company stated it will not recognize any sales or transfers of Anthropic shares or related rights through these entities or products.
Some of the mentioned platforms have countered these claims. Foji stated it does not facilitate transactions of unlisted company shares without explicit approval from the company and has requested that Anthropic remove it from the warning list. Hive also affirmed that it only intermediates transactions that have received issuer approval. Unicorns Exchange reported over 50 inquiries for purchasing Anthropic shares in the past three months, with total demand exceeding $1 trillion. However, it noted that no transactions have been completed without Anthropic's approval documentation.
Legal issues remain unresolved. While it is not uncommon for unlisted startups to require board approval for stock transfers, the complexity of SPVs and forward contracts can make it difficult for issuers to track all transactions, potentially leading to disputes over the actual rights held by investors.
* This article has been translated by AI.
Copyright ⓒ Aju Press All rights reserved.