What Anthropic is asking for
Anthropic is asking its shareholders to approve a special class of shares that would give chief executive Dario Amodei and his six co-founders a combined 50.1% of the vote on most corporate matters, The Information reported on Thursday. The vote is expected “in the coming days”.
The seven each own about 2% of the company. The new shares carry no extra economic value; their only function is voting power, and the arrangement holds only for as long as at least three of the seven keep a minimum stake. No report has given the size of that stake.
Anthropic has not commented publicly. The reporting is by Cory Weinberg, Valida Pau and Julia Hornstein, and was picked up by TechCrunch and others on Friday.
Not a clean sweep of the board
The structure is narrower than founder control usually is. Anthropic’s Long-Term Benefit Trust — the independent body set up to oversee the company’s mission, which added former Federal Reserve chair Ben Bernanke in July — would still choose most of the directors. The founders’ own board seats would grow from two to three. Employees would get their own class of stock to break ties on some issues.
So the proposal buys the founders a majority of the vote and a minority of the board, with the mission trust left intact above them.
The Palantir comparison
The Information’s headline calls the structure “Palantir-style”. Palantir listed in 2020 with Class F shares held in a voting trust for Alex Karp, Stephen Cohen and Peter Thiel; its prospectus said those shares “will give these Founders the ability to control up to 49.999999% of the total voting power of our capital stock”, and they too depend on the founders keeping a minimum stake.
Dual-class control is ordinary in US technology listings — Mark Zuckerberg holds Meta that way, Evan Spiegel holds Snap. What is unusual here is that it is a group of seven rather than one person, which means the control survives any single founder leaving and collapses only when the group thins below three.
The wealth pledge sits awkwardly next to it
Amodei set out the founders’ giving pledge in an essay in January that was largely about the risk of AI concentrating economic power. “All of Anthropic’s co-founders have pledged to donate 80% of our wealth,” he wrote, and, in the same essay, “the thing to worry about is a level of wealth concentration that will break society.”
The proposal does not contradict the pledge — it concerns votes, not money, and giving away shares is exactly what would dilute a founder’s voting power under an ordinary structure. But it does mean the people warning about concentrated power are asking to keep theirs on a basis that survives giving the economics away.
What happens next
Anthropic has chosen Nasdaq for the listing. A funding round in May valued it at $965bn; TechCrunch reports it was recently valued at $1.5 trillion on the secondary market, and that the IPO is expected to reflect the higher figure. The company also expects a second consecutive quarter of adjusted operating profit.
The shareholder vote is the near-term thing to watch, and after it the prospectus, which is where the minimum stake, the exact scope of “most corporate matters” and the terms of the employee tie-break class would have to be written down.
