Anthropic voids secondary transfers as Claude launches on AWS

Anthropic on May 11 amended its corporate bylaws to declare void any transfer of secondary shares or related interests that lacks explicit board approval. The change covers beneficial interests, forward contracts, special purpose vehicles and tokenized securities.

The company posted a blocklist naming Open Door Partners, Unicorns Exchange, Pachamama, Lionheart Ventures, Sydecar and Upmarket and said new offerings posted on Forge and Hiive are blocked. Anthropic’s announcement stated: “Any sale or transfer of Anthropic stock… that has not been approved by our Board of Directors is void and will not be recognized on our books and records.” The company also said purported buyers in blocked transactions “receive no stockholder rights.”

Gabriel Shapiro, founder of crypto law firm MetaLeX, wrote on social media that declaring transfers “void” rather than “voidable” is the most aggressive formulation available and could limit equitable defenses under Delaware corporate law. He warned the wording could leave downstream purchasers without remedies if upstream sellers keep sale proceeds while retaining their shares and that chains of secondary buyers might be removed from the cap table.

Secondary trading platforms and special purpose vehicles had been pricing Anthropic at implied valuations above the roughly $350 billion indicated in the company’s most recent employee tender. Anthropic’s bylaw change treats many off‑market transactions as nonrecognizable on its books unless the board signs off.

Hours after the bylaw update, Anthropic made its Claude Platform generally available inside Amazon Web Services. Enterprise customers can authenticate through AWS Identity and Access Management, consolidate billing through AWS and access the full Anthropic API without a separate contract. The AWS offering lists features including commitment retirement and integrated billing.

The cloud launch follows an April agreement in which Anthropic secured up to 5 gigawatts of Trainium compute capacity over a decade and a new Amazon investment of more than $5 billion.

Legal observers say the bylaw raises questions about conflicts between Anthropic’s contractual restrictions and remedies buyers can seek under Delaware law, including issues of standing, rescission and other equitable relief. Anthropic did not provide further public detail on enforcement procedures for transfers it deems void or on how it will handle funds exchanged in such transactions.

Anthropic is among several large private AI companies with valuations in the hundreds of billions as it operates private market liquidity and expands enterprise access to its models.