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.