Anthropic is restructuring its governance ahead of its initial public offering (IPO), granting majority voting rights to seven co-founders, including CEO Dario Amodei. This move is seen as a strategy to maintain control over the company and shield it from external shareholder pressures after going public.
According to the IT industry on September 26, Anthropic is seeking shareholder approval for a new governance structure that allocates a combined 50.1% of voting rights to the seven co-founders on most company matters. The Information first reported this on September 24, and Anthropic did not immediately respond to a request for comment from Reuters.
The new structure is modeled after the governance style of Palantir, a U.S. data analytics firm. It involves issuing special class shares to the co-founders, allowing them to exercise collective voting rights on most company matters. This structure remains effective as long as at least three of the seven founders maintain a certain level of ownership.
While dual-class voting is not a new concept, it is typically associated with individual founders, such as Mark Zuckerberg at Meta and Evan Spiegel at Snap. The unusual aspect here is that a group of founders will collectively exercise voting rights, separating economic ownership from voting power. Reports indicate that the co-founders, including CEO Amodei, each hold about 2% of the company. They have pledged to donate 80% of their personal wealth, with Amodei warning in January about the potential risks posed by AI.
However, the board composition remains an exception to founder control. A majority of the board will still be appointed by Anthropic's Long-Term Benefit Trust (LTBT), and the number of board seats allocated to founders will increase from two to three. The board will consist of seven members, with one seat currently vacant. Additionally, employees will be granted separate class shares to play a casting vote role on certain matters.
The LTBT is a mechanism that supports Anthropic's unique governance structure. The company operates as a public benefit corporation (PBC), designed to pursue social objectives alongside shareholder interests, with the LTBT, composed of individuals without financial ties to the company, holding the majority appointment rights on the board. Former Federal Reserve Chair Ben Bernanke is also a member of the LTBT. This restructuring will create a dual structure where the LTBT controls the board, while the founder group manages most shareholder matters.
Meanwhile, Anthropic is preparing for what could be one of the largest IPOs in history. In May, the company was valued at $965 billion following a funding round that raised $65 billion, and it is currently estimated at $1.5 trillion in the over-the-counter market.
* This article has been translated by AI.
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