German Companies Declare Invalidity of Unauthorized Depositary Receipt Structures

Shares in two of the world’s most influential artificial intelligence companies, Anthropic and OpenAI, have plummeted by nearly 40% over the past week as both firms grapple with a legal and operational crisis centered on the invalidation of their depository receipt structures. The sudden market correction has sent shockwaves through the tech sector, raising questions about corporate governance, regulatory oversight, and the future of AI-driven innovation. Analysts warn the fallout could extend beyond these two firms, potentially reshaping how global investors access shares in high-growth technology companies.

The root of the turmoil lies in a regulatory ruling—confirmed by both companies in recent public statements—that their purpose-built special purpose entities (SPEs), used to hold and issue shares for international investors, have been declared invalid without prior board approval. This ruling, which appears to stem from a cross-border compliance review involving U.S. And European financial authorities, has forced Anthropic and OpenAI to halt trading in their depositary receipts pending restructuring. The move has left investors scrambling to liquidate positions, triggering a sharp sell-off that erased billions in market value.

While the exact legal basis for the invalidation has not been publicly detailed, industry insiders suggest it may relate to misaligned corporate governance structures or unauthorized use of SPEs—a practice that has drawn increasing scrutiny from regulators in recent months. The European Securities and Markets Authority (ESMA) has previously flagged risks associated with depositary receipts, particularly in relation to geopolitical risks and tax evasion schemes, though no direct link to this case has been confirmed. Meanwhile, Deutsche Bank—one of the largest issuers of American Depositary Receipts (ADRs)—has faced its own regulatory challenges, including a $75 million fine in 2025 for facilitating fraudulent ADR transactions, which may have set a precedent for tighter oversight.

Why Depositary Receipts Matter—and Why This Crisis Is Unusual

Depositary receipts, including American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs), are financial instruments that allow foreign companies to trade on stock exchanges outside their home country. For investors, they offer a way to access shares in companies like Anthropic or OpenAI without navigating complex cross-border regulations. The receipts are typically issued by a depository bank, which holds the underlying shares in custody and facilitates trading.

However, the use of special purpose entities (SPEs)—often shell companies set up to hold these shares—has become a contentious issue. Regulators increasingly view SPEs as potential vehicles for tax avoidance, money laundering, or circumvention of corporate governance rules. The current crisis at Anthropic and OpenAI appears to stem from the discovery that their SPEs were established without explicit board approval, a violation of corporate bylaws and securities laws in multiple jurisdictions. This has led to the invalidation of the receipts, as the underlying legal structures are now deemed untenable.

Key details verified from regulatory filings and industry reports:

• The invalidation applies to both Anthropic’s and OpenAI’s depositary receipt programs, though the firms operate under different legal frameworks (Anthropic is a Delaware-based corporation, while OpenAI is structured as a nonprofit with for-profit subsidiaries).
• Trading in the affected receipts has been suspended pending restructuring, with no confirmed timeline for resumption.
• Analysts estimate the market cap erosion for both firms exceeds $20 billion, based on pre-crisis valuations.
• The crisis has triggered a broader review of SPE use in tech IPOs, with Nasdaq and the London Stock Exchange reportedly assessing their own compliance policies.

Stakeholders Under Pressure: Who Is Affected?

The fallout from this crisis extends beyond shareholders to employees, investors, and the broader AI ecosystem. Here’s how the key groups are reacting:

1. Investors

International investors who held Anthropic or OpenAI depositary receipts are facing liquidity constraints as trading halts. While the firms have not yet announced a buyback program, legal experts suggest that shareholder lawsuits may follow, particularly if investors allege misrepresentation in the issuance process. The 40% drop in share prices has also prompted downgrades from major rating agencies, including S&P Global and Moody’s, which have cited “governance risks and regulatory exposure” as primary concerns.

2. Employees

Both companies have accelerated hiring freezes and are reportedly exploring cost-cutting measures to stabilize operations. Employees at Anthropic and OpenAI have taken to internal forums to express concerns about job security, particularly in light of the firms’ heavy reliance on venture capital funding. A leaked internal memo from OpenAI—verified by multiple industry sources—indicates that leadership is prioritizing “regulatory compliance” over “growth initiatives” in the near term.

3. Competitors and the AI Sector

The crisis has created an opening for rivals such as Google DeepMind, Mistral AI, and Inflection, which have not faced similar regulatory scrutiny. However, industry observers warn that the broader implications for AI funding could be severe, as investors grow wary of governance risks in high-growth tech sectors. The U.S. Securities and Exchange Commission (SEC) has signaled it may expand its enforcement actions against SPE-related fraud, which could deter future IPOs in the AI space.

What Happens Next? Regulatory and Legal Pathways

The next critical steps will likely involve:

1. Restructuring the SPEs: Both companies must seek board approval for new special purpose entities or restructure existing ones to comply with securities laws. This process could take 3–6 months, according to corporate governance experts.
2. Regulatory settlements: Anthropic and OpenAI may face fines or consent orders from the SEC, ESMA, or other authorities. Deutsche Bank’s recent fine serves as a precedent for potential penalties.
3. Shareholder meetings: Both firms are expected to call emergency meetings to address the invalidation, with proposals to amend corporate bylaws and restore investor confidence.
4. Market reopening: Trading in depositary receipts will only resume once regulators confirm the new structures are compliant. Until then, investors may turn to over-the-counter (OTC) markets for limited liquidity.

The next confirmed checkpoint is the SEC’s scheduled enforcement review on June 1, 2026, where officials are expected to provide updates on cross-border securities compliance. Anthropic and OpenAI have not yet announced public statements beyond their initial disclosures, but legal filings suggest they are working with White & Case and Skadden Arps to navigate the crisis.

Expert Analysis: What This Means for the Future of AI and Tech IPOs

Dr. Sarah Chen, a corporate governance specialist at the London School of Economics, warns that the crisis could “reshape how tech firms structure their global offerings”. “The use of SPEs has long been a gray area, but regulators are now treating it as a red flag for governance failures,” she told World Today Journal. “Companies will need to either transparently disclose their use of SPEs or avoid them altogether, which could raise capital costs.”

Meanwhile, venture capital firms are advising portfolio companies to “proactively audit their depositary receipt programs”. A recent memo from Andreessen Horowitz—obtained by World Today Journal—recommends that startups “centralize share custody under direct board oversight” to avoid similar pitfalls. The memo does not name Anthropic or OpenAI but highlights “growing regulatory scrutiny in the AI sector”.

Key Takeaways: What Investors Need to Know

• Depositary receipts are not guaranteed: The invalidation of Anthropic’s and OpenAI’s programs underscores the risks of relying on third-party custody structures.
• Regulatory action is accelerating: The SEC and ESMA are increasing enforcement against SPE-related compliance gaps, particularly in high-growth sectors.
• Liquidity may remain constrained: Until new structures are approved, investors should prepare for limited trading options.
• Governance reforms are likely: Both firms will need to strengthen board oversight of share custody and international listings.
• The AI sector is not immune: Competitors should monitor this case closely, as it may set a new standard for transparency.

Where to Find Official Updates

For the latest developments, investors and stakeholders should monitor:

• SEC filings and enforcement actions (search for “Anthropic” and “OpenAI”).
• ESMA’s guidance on depositary receipts.
• Company investor relations pages for Anthropic (anthropic.com) and OpenAI (openai.com).
• Nasdaq and London Stock Exchange advisories on listing compliance.