Anthropic ties up control before IPO as founders, trust hold board power

Anthropic was founded in 2021 to ensure humanity can control AI and benefit from it long-term. As the company approaches its initial public offering, its obsession with AI safety has produced a baroque corporate governance structure. The public benefit company status legally allows the board to weigh a public mission alongside profit and protects AI-safety decisions from shareholder lawsuits.

The Long-Term Benefit Trust, an independent panel, owns a class of stock that lets it elect and remove a majority of the board, known as Class T directors. Separately, the seven founders jointly own a special class of stock that gives a majority of them 50.1% of shareholder voting power, allowing them to elect three board members. If there is no majority among the founders, their shares are voted in proportion with common stockholders.

The board can also check the trust: when the trust nominates or removes a 'Specified' director without cause, the board's nominating committee can decline and send the decision to employees. This resembles OpenAI's board briefly firing CEO Sam Altman before employee loyalty led to his reinstatement and a new governance structure. At Anthropic, cracks in the founders' unified front could give common shareholders more say than expected, while employees can overrule the trust on board seats. Founders' control ends ten years after the IPO or when fewer than three remain; the trust continues until 85% of common shareholders vote to end it or it steps down with board approval.