Anthropic’s elaborate plan to keep Wall Street at bay
Anthropic cofounder and CEO Dario Amodei. | Bloomberg via Getty Images Anthropic wants to have it both ways. With its impending IPO, it wants to tap the vast riches of the public markets and insists it doesn't want to compromise its core mission of developing AI safely and for the benefit of humanity. But greater model capabilities bring greater risks, and shareholders eager for returns may have little patience for…
Key points
- Anthropic plans an IPO with a governance structure meant to shield its safety mission from shareholder pressure.
- A long-term benefit trust will pick four of seven board directors, and Founder LLC will control 50.1 percent of voting power.
- Legal experts say the protections are unusual but not ironclad against market demands or founder departures.
Anthropic is preparing to go public while trying to protect its mission of developing AI safely, using a governance structure that legal experts describe as unprecedented. The company wants access to public markets without letting shareholders push it to rush products or cut safety measures.
Under the proposed setup, Anthropic would be a public benefit corporation, legally required to weigh its social mission and stakeholders alongside shareholder returns. Additional safeguards would limit ordinary shareholders' influence over the board and give the company's founders decisive voting power.
How the safeguards work
A special body called the long-term benefit trust would choose four of the board's seven directors. The trust consists of five voting trustees with expertise in AI safety, national security, public policy and social enterprise, and it can appoint or remove directors to ensure the company balances financial interests with its public benefit purpose.
A separate entity, Founder LLC, would control 50.1 percent of voting power on shareholder matters. Because many votes are decided by simple majority, this effectively lets the founders choose the remaining three directors, according to Columbia Law School professor Dorothy Lund. The prospectus lists seven co-founders as initial members, omitting co-founder Ben Mann.
Investors may not mind their lack of voice as long as things go well. But if things go sour, they may become quite frustrated.
— Jens Dammann
Limits of the protections
Experts told The Verge that the structure gives founders and the trust tremendous power and legally insulates Anthropic from ordinary shareholder pressure. University of Pennsylvania law professor Elizabeth Pollman called it a unique and complicated governance structure that has not been used before.
But professor Ann Lipton of the University of Colorado Law School cautioned that the founders themselves have financial stakes, and that Anthropic still needs capital and must pursue profits fast enough to fund operations. Dorothy Lund said competitive pressure and capital needs can erode safety commitments over time. The protections could also weaken if founders leave, since Founder LLC would sunset under certain conditions, potentially giving ordinary shareholders more power.
