Who Really Controls Anthropic After Its IPO? Public Shareholders Will Have Little Say
AI company Anthropic is approaching an initial public offering, but its layered governance structure will leave ordinary shareholders with limited influence, including over board seats. Control is split among the board, a long-term trust, the founders and employees.
Anthropic, the US artificial intelligence developer founded in 2021, is nearing an initial public offering (IPO). According to TechCrunch, its governance design means people who buy shares on public markets will have little say over most major decisions, including who sits on the board. That matters because the company presents itself as an organization built around AI safety.
Four layers of control
First, Anthropic is a public benefit company: a for-profit corporation that the law allows to weigh a public mission alongside profit. This lets the board make AI-safety decisions without fear of being sued by investors. The board is chaired by company president Daniela Amodei and includes CEO Dario Amodei (her brother), Netflix cofounder Reed Hastings, former Microsoft and General Motors CFO Christopher Liddell, Novartis CEO Vas Narasimhan and Spark Capital partner Yasmin Razavi. One seat is vacant.
Second, significant board control sits with the Long-Term Benefit Trust (LTBT), an independent panel meant to keep the company focused on benefiting humanity. It owns a class of stock that lets it elect and remove a majority of directors. It is chaired by global health expert Neil Shah and includes former Federal Reserve chair Ben Bernanke, national security expert Richard Fontaine and Harvard physicist Christopher Stubbs. It also has one vacancy, which current members will fill themselves.
Third, the seven founders jointly hold a special class of stock giving a majority of them 50.1% of voting power, enough to elect three directors. If the founders have no majority, their shares are voted in proportion with common stockholders.
Fourth, the board can check the trust: if the LTBT nominates or removes a director without alleging misconduct, the board's nominating committee can decline to approve it, sending the decision to a vote of employees.
Control is not permanent
Ten years after the IPO, the founders can end their control, or it ends automatically once fewer than three remain. The trust continues until 85% of common shareholders vote to end it, or it steps down with board approval. Only when neither special class exists do common shareholders gain control.
The article points to OpenAI, where the board briefly fired CEO Sam Altman but reinstated him after employee loyalty, and a new governance structure followed.
