The seven co-founders of Anthropic will retain majority voting power in the company following its initial public offering, according to the official prospectus. A single Class F share will hold 50.1% of shareholder votes, while a long-term benefit trust will select most of the board of directors.
Unprecedented separation of administrative control and economic ownership
How the founders’ company and the absolute majority Class F share work
Long-term benefit trust powers in appointing the board of directors
Limited powers for public investors and technology risks
Frequently asked questions
Unprecedented separation of administrative control and economic ownership
The seven co-founders of Anthropic will retain majority voting rights and control of the company after it transitions to a publicly traded corporation, according to the artificial intelligence lab’s initial public offering prospectus. A single Class F share, owned by a legal entity named Founders LLC, will account for 50.1% of total shareholder voting power, while a separate trust known as the Long-Term Benefit Trust will select most of the board of directors. Anthropic publicly filed an S-1 form on Monday, October 26, and plans to list on the Nasdaq under the ticker symbol ANTP, according to CNBC. This structural arrangement separates administrative control from economic ownership; public buyers of Class A shares receive a vote in the company but with very little ability to direct its course, and the filing acknowledges that this structure “has no direct precedent in public companies.”
How the founders’ company and the absolute majority Class F share work
Founders LLC members include CEO Dario Amodei, President Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah. Together, these seven own approximately 1.7 billion Class A shares that vote separately from Founders LLC. The Class F share carries no economic rights, but allows the founders to elect board members not appointed by the trust, according to MarketWatch. According to Fortune, the issuance of new shares cannot dilute the founders’ 50.1% stake. If a majority of the founders cannot agree on how to vote, the share votes in line with the votes of public Class A shareholders. This share is automatically cancelled if fewer than three of the seven founders remain with the entity for 90 days. Each founder has pledged to donate 80% of their shares, and the filing warns that as they do so, “their personal economic interests will decline while their voting control remains unchanged.”
Long-term benefit trust powers in appointing the board of directors
The Long-Term Benefit Trust holds Class T shares, which also lack economic rights, and can elect and remove most members of the board of directors. The filing describes the trust as consisting of trustees who are “financially disinterested.” Reuters, which first broke details of the structure in September, reported that the trust will elect four directors, while Class F and Class A holders will elect the other three directors, including the Amodei siblings. Trustees are prohibited from owning Anthropic securities, and there is no expiration date for the trust shares.
Limited powers for public investors and technology risks
Employees will receive Class E shares that vote only on narrow matters, while strategic backers such as Amazon and Google hold non-voting Class N shares. TechCrunch noted that this arrangement is controversial because it leaves public shareholders with little practical control over a company whose own filing states that its technology poses “catastrophic or existential risks to humanity,” and the prospectus acknowledges that the structure could make “replacing directors and management more difficult” and deprive shareholders of the opportunity to sell at a premium.
Frequently asked questions
Question: How do Anthropic’s founders retain 50.1% of voting power?
Answer: Through a single Class F share owned by the seven founders’ LLC, a percentage that is unaffected by any future share issuances.
Question: What is the role of the Long-Term Benefit Trust in managing Anthropic?
Answer: The trust holds Class T shares that empower it to elect and remove four out of seven members of the company’s board of directors.
Question: When does the founders’ Class F share expire?
Answer: The share disappears automatically if fewer than 3 of the 7 co-founders remain inside Founders LLC for 90 consecutive days.
