Anthropic Founders Claim 50.1% Vote Control Through New LLC

Seven Anthropic co-founders will hold 50.1% of the company's voting power through a new entity called Founder LLC, according to the IPO prospectus filed Monday. The group includes CEO Dario Amodei, President Daniela Amodei, and Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah. Anthropic's filing states that this arrangement gives the founders the ability to determine the outcome of all matters submitted to a vote of stockholders generally for the foreseeable future.

The structure restricts the influence of institutional and retail investors as the company moves toward a market capitalization above one trillion dollars. The prospectus warns that the governance design could limit the likelihood of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for the removal of directors. The filing adds that the structure may make it more difficult to replace directors and management, and may deprive stockholders of an opportunity to sell shares at a premium over prevailing market prices. The document includes more than 90 pages of risk factors.

A second body, the Long-Term Benefit Trust, holds the authority to elect and remove the majority of Anthropic's board of directors. The trust was established in 2023 and operates through a special class of common stock called Class T, which does not carry voting rights on matters submitted to stockholders generally. The trust's members are Christopher Stubbs, an experimental physicist; Ben Bernanke, the former chair of the Federal Reserve; Neil Buddy Shah, CEO of the Clinton Health Access Initiative; and Richard Fontaine, a national security expert. The filing states that all trustees are financially disinterested from Anthropic.

Because the Long-Term Benefit Trust can elect the majority of the board, Anthropic meets the definition of a controlled company under Nasdaq Global Select Market requirements. The company plans to list on the Nasdaq under the ticker symbol ANTP. Anthropic operates as a public benefit corporation, a status that requires it to balance the financial interests of stockholders with the best interests of those affected by its conduct and its stated company purpose.

Byron Deeter, a partner at Bessemer Venture Partners, said Monday that investors are often comfortable giving founders governance control in the public market when leadership is strong. Bessemer backed Anthropic at a 14 billion dollar valuation, which Deeter called the largest investment on a cost basis in the firm's 116-year history. Deeter added that for category-defining and industry-defining opportunities, teams need to be able to think long term.

Comparisons exist elsewhere in technology. Elon Musk holds roughly 85% of the voting power at SpaceX, while Mark Zuckerberg holds around 60% at Meta. At competitor OpenAI, Sam Altman holds no direct equity, and that company's structure does not include a comparable voting bloc. Anthropic stated Monday that it believes its co-founders are distinctly equipped to be stewards of its mission.

The company said the voting power held by Founder LLC and the Long-Term Benefit Trust is not derived from or proportionate to economic interests in the company, and will not be diluted or otherwise reduced. The prospectus also notes that the trust, the LLC, and individual co-founders may have interests that differ from those of stockholders, and may vote in a way that stockholders disagree with or that is adverse to their interests.