Anthropic plans an IPO while implementing a complex governance structure designed to protect its mission of developing AI for the benefit of humanity from shareholder pressure. The company is structured as a public benefit corporation (PBC), legally requiring it to balance maximizing shareholder returns with its stated social mission and the interests of stakeholders. This PBC status means the board must weigh its mission alongside profit achievement, a balance Lawrence Hamermesh, a Delaware corporate law attorney, noted is legally ambiguous.
To limit shareholder influence, the governance plan dictates that four of the board's seven directors will be chosen by a special body called the long-term benefit trust. This trust comprises five financially disinterested voting trustees with expertise in AI safety, national security, public policy, and social enterprise. Through a special class of shares called Class T stock, these trustees can appoint or remove directors to ensure Anthropic balances its financial interests with its public benefit purpose.
Furthermore, the seven co-founders, including Dario Amodei, retain significant control, holding a single Class F share representing 50.1% of the total voting power on shareholder matters. Anthropic stated in its S-1 filing that it believes these seven founders are "distinctly equipped to be stewards of our mission." The company also established a "public benefit fund" containing approximately 847 million shares of Class N stock, representing roughly 5% of its fully diluted shares as of June 30.
The company aims to go public at a valuation of $1.5 trillion or more. Investors, however, are noting the inherent tension in this structure, as John Coates, a professor of law and economics at Harvard Law School, pointed out that if Anthropic continues to raise capital, it will need to pay close attention to investor interests. Gil Luria, head of technology research at DA Davidson, noted that the structure "limits shareholder influence: as a public benefit corporation, the board must weigh its mission alongside returns, an independent trust elects a majority of directors, and the co-founders hold 50.1% of the vote."
