OpenAI is coming down hard on unauthorized share sales.
Unless a share transfer has received written consent from OpenAI, that transfer is “void,” the company said in a blog post on Friday.
As startups have stayed private longer, the market for investors to buy and sell equity, often through SPVs (special purpose vehicles), has boomed. For particularly desirable startups with very exclusive cap tables, opportunists have begun to nest these vehicles into other SPVs.
“The biggest red flag is that sometimes there are multiple layers of SPVs that create multiple layers of management fees,” according to Emily Zheng, senior VC analyst at PitchBook. “This is an issue if the SPV investor does not know how far removed they are from the actual company shares.”
OpenAI’s full-throated rejection of unauthorized share sales has the potential to curb this budding market, where secondary marketplaces and SPV services advertise access to coveted startups that most accredited investors wouldn’t otherwise get.
Rival LLM company Anthropic also clamped down on this proliferation of nesting dolls in its latest funding round, insisting that existing shareholder Menlo Ventures invest solely through its own funds rather than syndicate the allocation to co-investors, according to a recent Business Insider report.
Startups in the US hold the final word on their cap tables, per regulations. The percentage of companies executing their right of first refusal on the secondaries platform Forge has been steadily rising, according to PitchBook’s Q2 2025 VC Secondary Market Watch.
In July, trading exchange Robinhood said it would allow European investors to trade “tokenized,” or digital versions, of US privately held companies, advertising OpenAI as one of the first companies whose equity tokens it will offer.
The AI company swiftly condemned the practice. “While not every offer of OpenAI equity (or exposure to it) is problematic, it is possible that the firm offering to sell or facilitate the sale of OpenAI equity is attempting to circumvent our transfer restrictions,” the company said, adding, “if so, the sale will not be recognized and carry no economic value to you.”
Correction: The story has been updated to remove mentions of two companies in the secondaries business to avoid confusion about the specifics of how they operate. (Sept. 5, 2025)
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