Anthropic has designed a corporate structure that will allow its founders to retain control of the main shareholder votes when the company goes public, while reserving to an independent body the election of the majority of its board of directors. The system separates the economic rights of the shares from the power to decide the direction of the company created by Claude.
The seven co-founders will have, through a joint company, a single special share that will concentrate 50.1% of the votes on matters generally submitted to shareholders. On the other hand, the Long-Term Benefit Trust, created to protect Anthropic's public benefit mission, will have the capacity to elect the majority of the directors.
The proposal is part of the documentation submitted this Monday to the U.S. Securities and Exchange Commission, the SEC, to prepare for an initial public offering of shares. The company plans to list on Nasdaq under the symbol ANT, although it has not yet determined how many shares it will offer or the sale price.
One share to control the majority of the votes
The centerpiece of the system planned for the founders is a class F share that will be issued before the closing of the offering and will be in the hands of a company made up of the seven co-founders, including the CEO, Dario Amodei, and the president, Daniela Amodei. The share will not grant any economic rights, but will concentrate 50.1% of the voting power on general shareholder matters.
This proportion of votes does not equate to the percentage of capital that the founders own. The formula will allow them to maintain a decisive position on the board even if their economic participation in the company is less than half.
Among the decisions they will be able to influence are the proposals submitted to shareholders and the election of directors that do not correspond to the trust. Their majority in general votes, however, does not grant them the appointment of the entire board, because a part is reserved for the independent body.
Trust to elect the majority of the board
The second center of power will be the Long-Term Benefit Trust, a body created by Anthropic to help the company preserve its mission. Through the special class T shares, the trust will be able to elect and dismiss the directors who make up the majority of the board.
The company itself explains that the Trust is made up of members without financial interests in Anthropic and that its function consists of balancing the interests of shareholders with those of the people affected by the company's activity and with its public benefit purpose. Among its members is former U.S. Federal Reserve Chairman Ben Bernanke.
The board is relevant because it oversees management and the main executives. Reserving the election of its majority to the trust gives this body a decisive position in the governance of Anthropic, even after the entry of new investors.
What the investor will buy in the IPO
The planned offering includes class A common stock, which will give its owners economic rights and one vote per share. The investor will be able to participate in the evolution of the company's value, but their ability to change corporate decisions will be conditioned by the special rights of the founders and the Trust.
In practice, shareholders who buy shares in the market will find it difficult to impose a decision in the general votes against the founding block. They will also not be able to directly elect the majority of the directors reserved for the trust, a relevant limitation for those who value the ability of investors to influence strategy or a possible change of control operation.
The concentration of votes among the founders does not prevent the stock price from rising or falling nor does it eliminate the economic risks of the investment. What changes is the weight that public shareholders will have when they disagree with those who control the special rights.
A for-profit company with a social mission
Anthropic is constituted as a Public Benefit Corporation of Delaware, a for-profit business entity whose board must balance the economic interests of shareholders with those of the affected individuals by its activity and with the public benefit purpose outlined by the company.
The company presents this design as a way to preserve its mission of developing artificial intelligence responsibly. For the shareholder, the consequence is that some decisions may also respond to that long-term objective and not solely to immediate profitability.
This structure is joined by the Anthropic Public Benefit Fund, a fund distinct from the Trust to which the company has announced its intention to allocate 5% of its shares, subject to shareholder approval. While the trust exercises governance rights over the board, the fund is designed to support public benefit initiatives.
The conditions of the offer remain pending
Anthropic has not yet set the number of shares it will sell nor the price range, so there is also no definitive exit valuation. The operation remains subject to processing before the SEC and to market conditions.
The offer will be a test to know how much investors are willing to pay to participate in the growth of one of the leading artificial intelligence companies and what value they attribute to shares whose decision-making power will be limited from day one.