Introduction

Over the past several weeks, secondary markets for private company stock have surged back into the spotlight. High-profile issuers like Anthropic and SpaceX are reportedly seeing active demand for “secondary exposure” through special purpose vehicles (SPVs), forward contracts, and other synthetic structures.¹ For investors shut out of primary rounds, these instruments promise a way in.

But Anthropic just made something clear: many of these purported transactions may not convey actual ownership at all.² This highlights a long-standing but often underappreciated problem in private markets: the gap between perceived ownership and legally recognized ownership. In other words, what buyers think they bought versus what the company actually recognizes. This disconnect is not new. What is new is the scale.

A. The Structural Problem in Private Secondary Markets

Unlike public equities, private company shares are not freely transferable. Transfers are typically subject to:

• Company consent requirements.
• Rights of first refusal (ROFR) and co-sale provisions.
• Transfer restrictions embedded in shareholder agreements.
• Cap table control maintained by the issuer and its transfer agent.³

Secondary market participants often attempt to “work around” these restrictions. They structure exposure through SPVs, derivatives, or contractual claims on economic proceeds rather than direct share ownership.⁴

The result is a layered market where:

• The issuer may not recognize the buyer as a shareholder.
• The cap table does not reflect the transaction.
• The buyer’s rights depend entirely on enforceability against an intermediary.
• There is often no clear path to actual share transfer.⁵

Anthropic’s recent statements underscore the risk: if the company does not approve or record the transfer, the buyer may have no enforceable equity interest in the company itself.

B. Where Things Break Down

At the core, today’s system relies on fragmented recordkeeping and ex post validation. Ownership is determined not by a single authoritative ledger but by a combination of:

• Internal company records.
• Transfer agent systems.
• Contractual agreements among private parties.
• Legal interpretation after the fact.⁶

This creates room for ambiguity, especially when instruments are designed to mimic equity exposure without satisfying transfer requirements.

A simple example illustrates the issue:

An investor purchases an interest in an SPV that claims to hold shares in a private company. The SPV, in turn, has either not received company consent for transfer or holds only a contractual right to acquire shares in the future. If the underlying transfer is invalid or never consummated, the investor’s “equity” may be nothing more than a claim against the SPV—not the company. When scaled across hundreds or thousands of transactions, this becomes less a technical issue and more a systemic risk.

C. Why a Blockchain-based Equity Ledger Changes the Equation

This is one of the rare cases where blockchain infrastructure offers a clear, practical advantage over the status quo. A blockchain-based cap table properly implemented can function as the single source of truth for equity ownership, with transfer logic embedded directly into the asset itself. Instead of relying on after-the-fact validation, the system enforces rules at the point of transaction.

A blockchain-based equity ledger offers several key features that directly address these issues. Transfer restrictions can be programmed into the shares themselves, so that transfers only occur if predefined conditions are satisfied, such as company approval, compliance with rights of first refusal, or verification of accredited investor status.⁷ Settlement can be atomic, meaning ownership transfers occur simultaneously with payment, significantly reducing counterparty risk. The issuer retains control through permissioned access, allowing the company to determine who can hold its equity and under what conditions.⁸ At the same time, the ledger provides a transparent, real-time record of ownership, eliminating ambiguity about who owns what. If properly designed, the system also limits the creation of off-ledger or synthetic instruments that purport to represent the same equity, reducing the risk of duplicate or unsupported claims.

In this model, unauthorized transfers do not need to be unwound after the fact—they simply cannot occur. Transactions that fail to meet the required conditions are rejected at execution, shifting enforcement from a legal backstop to a built-in feature of the system.

D. Certainty for Investors and Issuers

For investors, the benefit is straightforward: if you can acquire the asset, you know you own it, without relying on a chain of intermediaries or opaque contractual structures. For issuers, the advantages are equally compelling. Cap table integrity is preserved in real time, transfer restrictions are enforced automatically, and secondary market activity becomes both visible and controllable. This also reduces the risk of reputational fallout from disputed ownership claims. That last point is particularly relevant in the current environment, as more high-growth private companies remain private for longer periods and secondary liquidity continues to expand—whether issuers want it to or not. Without more robust infrastructure, the gap between market activity and issuer control is likely to keep widening.

Conclusion

There is plenty of justified skepticism around blockchain applications, particularly where they attempt to replace already efficient systems. This is not one of those cases. Private equity ownership today is fragmented, opaque, and legally complex by design. It relies heavily on trust, intermediaries, and post hoc enforcement. A properly designed blockchain-based equity ledger does not just improve this system it fundamentally resolves one of its core weaknesses: uncertainty of ownership.

The Anthropic situation is a live example of what happens when that uncertainty scales.

As secondary markets for private company shares continue to grow, the question is not whether these issues will recur but rather, how large the resulting chaos will be in each situation.  Companies can effectively eliminate these problems, for both themselves and investors, by implementing a blockchain-based ledgering and transaction system – one of the actual perfect use cases for utilizing blockchain technology. Until then, we can all grab a bucket of popcorn or two to see how this all plays out.

Taft’s FinTech Practice is composed of attorneys specializing in bankruptcy, banking, blockchain, cryptocurrencies, and digital assets, corporate, financial services, government investigations, intellectual property, litigation, public policy, securities, tax, technology, transactional, and regulatory issues that serve clients across the FinTech space.

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¹ See Anthropic; see also SpaceX.

² Anthropic, Unauthorized Anthropic stock sales and investment scams, CLAUDE HELP CTR.

³ Del. Code Ann. tit. 8, § 202 (2024).

⁴ U.S. Sec. & Exch. Comm’n, Private Secondary Markets (Sept. 4, 2024).

⁵ Anthropic, Unauthorized Anthropic stock sales and investment scams, supra note 2.

⁶ See Securities Exchange Act of 1934 § 17(a), 15 U.S.C. § 78q(a) (imposing recordkeeping and reporting requirements on brokers, dealers, and other registered intermediaries); id. § 17A, 15 U.S.C. § 78q‑1 (directing the Commission to facilitate a national system for clearance and settlement of securities transactions through registered clearing agencies and transfer agents); Securities Exchange Act Release No. 34‑33741, 59 Fed. Reg. 59,612 (Nov. 18, 1994) (discussing the role of transfer agents, clearing agencies, and intermediaries in maintaining securities ownership records and the indirect holding system).

⁷ See generally Statement on Tokenized Securities, U.S. Sec. & Exch. Comm’n (Jan. 28, 2026).

⁸ Id.