Who’s really in charge at Anthropic after the IPO?

Anthropic, a company established in 2021 with the mission of ensuring human control over AI for long-term benefit, is preparing for its initial public offering. However, the company's ownership structure leaves common shareholders with limited influence over major decisions, including the composition of its board. This unique corporate governance model, driven by Anthropic's commitment to AI safety, sets it apart from other Silicon Valley firms where founders typically maintain significant control without owning the majority of shares.

The company is structured as a public benefit corporation, allowing it to balance its public mission with profit. Its board, chaired by Daniela Amodei, includes her brother Dario Amodei (as CEO), Reed Hastings from Netflix, Christopher Liddell from a former position at Microsoft and General Motors, Vas Narasimhan from Novartis, Yasmin Razavi from Spark Capital, and one vacant seat.

Additionally, the company has established a Long Term Benefit Trust (LTBT), an independent panel tasked with keeping Anthropic focused on its mission to benefit humanity. The LTBT holds a class of stock that enables it to elect and remove a majority of the board, known as Class T directors. The LTBT is chaired by Neil Shah, a global health expert with a background at GiveWell, the nonprofit responsible for ranking charities, and includes esteemed figures like former Federal Reserve Chair Ben Bernanke, security expert Richard Fontaine, and Harvard physicist Christopher Stubbs. With one vacant LTBT seat, the panel's composition is subject to change.

The founders of Anthropic also collectively own a special class of stock, granting 50.1% of the shareholder voting power. This allows them to elect three members of the board of directors. If there is no majority among the founders, their shares are voted in proportion to holders of common stock. This allocation of control ensures that the founders maintain a significant influence over the company's decision-making processes.

In addition to the LTBT, the board holds a check on its power. When the LTBT nominates a "Specified" director or removes one without cause (excluding misconduct allegations), the board's nominating committee can decline to approve the move and submit the decision to the company's employees for a vote. This dynamic structure provides a degree of employee power that could potentially influence the board's decisions.

The founders' control over Anthropic is not indefinite. Ten years after the IPO, the founders have the option to relinquish their control, or it will automatically end if fewer than three of them remain on the board. At that point, the LTBT will continue to oversee the company until 85% of common shareholders vote to disband it, or the board approves its dissolution.

When the special classes of shareholder ownership cease to exist—ideally, not due to an AI-driven catastrophe—common shareholders will finally gain the control they have lacked.