Explainer-What is a public benefit corporation, the Anthropic legal structure?

Wilmington, Delaware, September 29 - Anthropic, the artificial intelligence laboratory behind the Claude system, is set to embark on one of the largest initial public offerings in history under a novel legal framework known as a public benefit corporation (PBC). This structure mandates that the company's management team considers broader societal interests alongside the pursuit of profit for shareholders.

Delaware, the jurisdiction housing the majority of major publicly traded firms, introduced PBCs in 2013 to tackle potential adverse consequences of corporate actions. While traditional corporations are solely obligated to maximize shareholder value, PBCs must balance this duty with their stated public mission and the welfare of those affected by their actions.

To qualify as a PBC, a company must clearly articulate its public benefit in its charter. Anthropic's amended certificate of incorporation, dated May 7, 2026, specifies its mission to responsibly develop and maintain advanced AI for humanity's long-term benefit. Similarly, OpenAI Group, the creator of the ChatGPT chatbot, has adopted the PBC structure, stating in its October 28, 2025 certificate of incorporation that its mission is to ensure artificial general intelligence benefits all of humanity.

Despite their growing popularity over the past fifteen years, PBCs constitute a minuscule fraction of the stock market. Notable examples include Lemonade, an insurer emphasizing charitable contributions, and Warby Parker, an eyewear brand committed to promoting vision and eye health. Both entities also articulate their public benefit and emphasize community impact.

One key difference between PBCs and conventional corporations lies in the reporting requirements. PBCs are obligated to develop standards for fulfilling their mission and report on progress at least biennially. Anthropic's IPO filing documents reveal that its board is shielded from legal liability when making informed decisions that consider investors, its public benefit, and stakeholders impacted by its conduct. However, the board may not prioritize one interest over another.

OpenAI Group's 2025 certificate of incorporation highlights a divergent board approach, requiring sole consideration of its mission, particularly safety and security issues related to the enterprise, without regard to shareholder interests. The firm temporarily halted the launch of its latest model due to security concerns.

The enforcement of a company's public mission remains ambiguous, as there is no legally mandated independent auditing process. Some PBCs have sought certification from B Lab, a Philadelphia-based nonprofit, on various social and environmental practices. Certified companies identify themselves as B Corps. Shareholders possess the right to sue the board for non-compliance with the public benefit, provided they own at least 2% of the stock or hold stock valued at $2 million.

Delaware corporate law, developed through court rulings, lacks extensive guidance for PBC application. Etsy's decision not to convert to a PBC in 2017 was attributed to legal uncertainty. Recently, a Delaware judge ruled that PBCs are not obligated to secure the highest reasonable stock price when selling, unlike traditional corporations in similar scenarios.