Anthropic Founders Would Hold Majority Voting Power After IPO, Leaving Public Shareholders Little Say

Anthropic's seven co-founders are set to keep firm control of the company after it goes public, according to the prospectus the AI developer filed on Monday. The structure leaves institutional and retail investors with limited influence over how the company is run.

The founders, including CEO Dario Amodei and President Daniela Amodei, will be the only members of a new entity called Founder LLC. It will hold 50.1% of the voting power of Anthropic's outstanding shares. The filing says this gives the group the ability to decide the outcome of all matters put to a general stockholder vote for the foreseeable future.

Anthropic warned that the arrangement could make takeovers harder. Its governance structure is likely to reduce the chance of an unsolicited merger proposal, tender offer or proxy contest aimed at removing directors, the company said. That could make it more difficult to replace directors and management, and could deprive stockholders of the chance to sell shares at a premium to market prices.

The structure adds to the complexity facing investors reviewing a prospectus that runs to more than 90 pages of risk factors. Among the risks Anthropic highlighted are political challenges, data center moratoriums and the effort to balance safety with commercial goals.

Some investors see founder control as a hallmark of major technology companies. Byron Deeter, a partner at Bessemer Venture Partners, told CNBC that investors are often comfortable letting early leaders keep governance power in public markets when the leadership is strong. Bessemer backed Anthropic at a $14 billion valuation, and Deeter said it is the largest investment on a cost basis in the firm's 116-year history. He said that for category-defining opportunities, teams should be able to think long term and focus on innovation rather than month-to-month or quarter-to-quarter results.

Other tech leaders hold similar sway. Elon Musk has kept roughly 85% of the voting power at SpaceX, and Mark Zuckerberg has around 60% at Meta. At rival OpenAI, Sam Altman remains a powerful figure, but he has no direct equity in the company, and its structure has no voting bloc comparable to Founder LLC.

Besides the Amodeis, the founding group includes Tom Brown, chief compute officer; Jack Clark, head of the Anthropic Institute; Jared Kaplan, chief science officer; Sam McCandlish, chief architect; and Christopher Olah, head of interpretability research.

Founder LLC builds on Anthropic's status as a public benefit corporation, which requires it to weigh stockholders' financial interests, the interests of those affected by its conduct, and its stated purpose of the responsible development and maintenance of advanced AI for the long-term benefit of humanity. The company also created the Long-Term Benefit Trust in 2023. The trust can elect and remove a majority of the board using a special Class T common stock, which has no voting rights on general stockholder matters. Its current trustees are Christopher Stubbs, Ben Bernanke, Neil Buddy Shah and Richard Fontaine, all described as financially disinterested in Anthropic.

Because the trust can elect the majority of the board, Anthropic counts as a controlled company under Nasdaq Global Select Market rules. It plans to list under the ticker symbol "ANT." The co-founders will elect the remaining directors through Founder LLC, and the company says they are "distinctly equipped to be stewards of our mission." It said the voting power of both entities is not tied to economic interests and will not be diluted, and it cautioned that they may vote in ways that run counter to the interests of other shareholders.