@david_protein pre-roll spot: late 30s/early 40s couples. Dinner party. Big smiles. Clear everyone is enjoying the company. The host stands up and says they’ve got desert. Cut to kitchen. A basket of David bars. Back to table. Bowl slides in. Crowd goes wild. #desertdifferent
The Anthropic/SPV situation is way more legally complicated than “the transfers violated the charter, therefore buyers get zero.” 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 “sleep on their rights” 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.
@wealthMAinsider Agree. Purpose of role is to make sure a firm’s workflows are built on Anthropic’s rails. Not to replace the advisor/client relationship… let’s see if a rollover can move from paper checks, tri-party calls, and 4 NIGOs. Then we can discuss the automation of an entire profession
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Today, Josh Allen is heading south to Jacksonville in search of the Bills’ first road playoff win since 1992, a first step toward an ultimate goal.
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Each birthday (and today is my 44th!) invites reflection—on what I’ve learned, what I hold dear, and how I want to walk forward with greater clarity, courage, and grace.
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