Anthropic Proposes Dual-Class Stock to Secure Founder Control Ahead of IPO, Report Says

Artificial intelligence developer Anthropic is proposing a dual-class share structure that would give its seven co-founders a collective majority voting stake ahead of its initial public offering, according to a report from The Information. The governance change is designed to insulate the company's mission-driven strategy from public market pressures.

A Collective Control Structure

Under the terms of the proposal, CEO Dario Amodei and his six co-founders would receive special supervoting shares granting them a combined 50.1% voting stake in most corporate matters. This arrangement mirrors the collective-control framework used by companies like Palantir Technologies.

Key details of the proposed structure include:

• The founders would hold their special voting stock through a separate limited liability company (LLC).
• The collective control is contingent on at least three of the seven co-founders retaining a minimum number of shares.
• The new founder shares carry no additional economic interest, allowing the leadership to maintain strategic oversight while honoring personal pledges to donate 80% of their wealth.

Balancing Governance and Mission

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The plan aims to secure the founders' long-term vision, particularly as their individual equity stakes are reportedly low. However, the proposal also preserves significant oversight from an independent body. The Anthropic Long-Term Benefit Trust, which includes former Federal Reserve Chair Ben Bernanke, would retain its authority to appoint a majority of the seven-member board of directors.

The co-founders' board appointment power would expand from two seats to three. Additionally, the AI firm plans to issue a distinct class of stock to employees, which would serve as a tie-breaking vote on certain corporate issues, further reinforcing its internal alignment.

Context for a Blockbuster IPO

This governance overhaul comes as Anthropic, a public benefit corporation, prepares for a stock market listing expected in late October or November. The company was last valued at $965 billion in a May funding round and is reportedly targeting a valuation around $2 trillion for its market debut.

Such a valuation would make Anthropic the most valuable public benefit corporation in U.S. history. While dual-class structures are common in the tech industry to entrench founder control, Anthropic's collective model and the continued influence of its benefit trust present a unique approach to corporate governance for public investors.