Anthropic & Claude

Anthropic's Founders Hold 50.1% of the Voting Power

2 min read AI-generated

Above the board sits a Long-Term Benefit Trust staffed with people from national security and public policy. Investors have raised no objection so far.

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There is a number in Anthropic’s IPO prospectus that almost nobody has picked up: the founders, Dario Amodei among them, together hold 50.1% of the voting power through a special class of stock. WSJ columnist Tim Higgins put that number into a lineup on Friday evening, and the lineup has grown long.

What the filing says

The 50.1% is cut thin on purpose — exactly one vote more than half. On top of it sits the Long-Term Benefit Trust, which appoints a significant part of the board and is staffed with “disinterested” members who bring expertise in areas such as national security and public policy. The structure is meant to shield safety decisions from investor pressure and market demands. Anthropic writes in the S-1 that the founder group is “distinctly equipped to be stewards of our mission.”

No pushback from investors so far. That is the part Higgins finds telling.

Anthropic is not the outlier

Three companies, three routes to the same outcome. SpaceX went public in June with a dual-class structure that gives Elon Musk near-total control. Meta’s board created new nonvoting shares on October 21 to preserve Mark Zuckerberg’s control: if California voters approve a one-time billionaire tax on November 3, he told the board he would have had to sell voting shares to cover it, cutting his voting power from 60.6% to around 53%. He threatened to leave the state. The board gave in.

Snap is the control group. Evan Spiegel holds 53.1% of the votes and has spent years on a smartglasses project that has not found a market. The stock is down almost 70% from its 2017 IPO price, and an activist investor pushing for a spinoff this spring got nowhere at all.

The index tried to stop this once

After Snap went public, S&P Dow Jones Indices barred new companies with multiple share classes. In 2018 SEC commissioner Robert Jackson Jr. called for expiration dates on such structures: asking investors to put eternal trust in corporate royalty, he said, is antithetical to American values. S&P reversed the ban in 2023. SpaceX’s IPO then became the largest ever.

At Anthropic the structure buys something else

With Meta and SpaceX, the voting gap buys you a founder’s bets. With Anthropic you buy something stranger: governance explicitly built so it can decide against shareholder interests when safety is at stake. Subscribing to the stock means agreeing to that possibility. Whether it reads as a risk or as the actual product will only be settled by the first real conflict.

Sources

AnthropicIPOGovernanceDario Amodei