The Anthropic/SPV situation is way more legally complicated than βthe transfers violated the charter, therefore buyers get zero.β That is not how Delaware equity jurisprudence works - especially in Chancery.
Sure - Anthropic can absolutely argue that transfers required board approval and that certain structures attempted to circumvent transfer restrictions. Fine. That is a serious argument.
But Delaware courts also care deeply about acquiescence, waiver, estoppel, reliance, and equitable fairness. And that is where this gets messy.
These secondary/SPV structures did not appear overnight. This ecosystem existed openly for YEARS. Deals were marketed publicly. Prices were tracked publicly. Entire platforms existed around them. There are almost certainly internal emails, texts, compliance discussions, board materials, screenshots, and executive conversations acknowledging these markets existed and choosing not to enforce against them in real time.
At some point Chancery starts asking uncomfortable questions:
Did the company knowingly allow a secondary ecosystem to develop?
Did sophisticated parties rely on that silence?
Did insiders themselves participate in or benefit from these markets?
Did the company selectively enforce only after valuations exploded?
Did they βsleep on their rightsβ while billions in reliance capital formed around these structures?
And even IF some transfers are ultimately voidable, that still does not mean counterparties are left with no remedy. Delaware equity courts are not blind to unjust enrichment, reliance damages, constructive trust theories, rescission claims, tortious interference issues, or other equitable relief where parties acted in good faith based on years of tolerated market practice.
That is the key point people are missing: this is not just a pure four-corners corporate charter case anymore.
Once a company knowingly permits an entire shadow secondary market to flourish for years, equity enters the chat.
And Delaware Chancery is literally the home of equity.