Anthropic IPO plan: trust picks 4 of 7 directors, founders hold 50.1 percent of votes

Anthropic plans an IPO, first reported by The Verge. The company hopes its governance setup will let it keep its safety mission even when investors push back. Anthropic is a Delaware Public Benefit Corporation.

The key piece is the Long-Term Benefit Trust, made up of five financially disinterested trustees. It alone holds Class T stock, which gives it power to appoint and remove directors. At the IPO, the trust will choose four of seven directors, The Verge reported first. A Founder LLC holds 50.1 percent of voting power. Its initial members are Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. Dario Amodei is CEO and Daniela Amodei is president, and both sit on the board.

Ann Lipton of Colorado told The Verge that Anthropic is "entirely insulated from profit seeking pressures," because ordinary shareholders cannot pick the directors or take business decisions. There is a risk, though. The Founder LLC would sunset when most of its members depart or it is dissolved, and ordinary shareholders could then weaken the trust's protections. Jens Dammann of UT Austin said: "Investors may not mind their lack of voice as long as things go well. But if things go sour, they may become quite frustrated." Anthropic did not respond to The Verge's request for comment.

For contrast, Sam Altman, CEO of OpenAI, named investor pressure as one reason his company will not go public this year. Anthropic's prospectus also says its success depends heavily on its senior team, especially Dario and Daniela Amodei.