Anthropic is seeking shareholder approval to grant CEO Dario Amodei and its six other co-founders a combined 50.1% voting control ahead of its planned Nasdaq IPO. Modeled on Palantir's dual-class structure, the plan pools voting power without adding economic value, remaining active as long as three founders maintain a minimum stake. While the independent Long-Term Benefit Trust retains control over board elections, founder seats will expand from two to three. The company was valued at $965 billion in May 2026.
Details of the proposed share structure
- ▪Anthropic's proposed plan to grant co-founders 50.1% voting control includes a separate class of shares for employees to act as tie-breakers on specific corporate matters
- ▪The special class of shares proposed by Anthropic for Anthropic's seven co-founders, who each own approximately 2% of the company, would carry no extra economic value
- ▪Anthropic is asking shareholders to approve a special class of shares that would grant Chief Executive Officer Dario Amodei and six other Anthropic co-founders a combined 50.1% voting power on most corporate matters.
- ▪Anthropic's proposed voting control structure granting co-founders 50.1% of the vote would remain active as long as at least three of the seven co-founders retain a minimum share threshold
Governance and board of directors
- ▪Anthropic's Long-Term Benefit Trust will retain the authority to appoint a majority of the company's seven-seat board of directors, exempting board elections from the founders' 50.1% voting control.
- ▪Anthropic's independent Long-Term Benefit Trust, which added former Federal Reserve Chair Ben Bernanke in July 2026, is responsible for overseeing the company's mission.
- ▪Under Anthropic's proposed governance changes to grant co-founders 50.1% voting control, the number of board seats held by Anthropic's founders would expand from two to three on the seven-seat board, with one seat currently vacant
Precedents for the voting structure
- ▪While super-voting shares are common among tech founders like Meta's Mark Zuckerberg and Snap's Evan Spiegel, Anthropic's proposed plan to grant co-founders 50.1% voting control is distinguished by pooling voting power across a group of seven co-founders
- ▪Anthropic's proposed voting structure is modeled on Palantir Technologies' 2020 listing, where founders Alex Karp, Stephen Cohen, and Peter Thiel retained up to 49.999999% voting control through Class F shares.
Public listing plans
- ▪Anthropic has selected Nasdaq as the exchange for its anticipated initial public offering.
- ▪Anthropic's proposed special class of shares granting co-founders 50.1% voting control is designed solely to keep the co-founders in charge once Anthropic's stock begins trading
Debatable claims
- ▪Anthropic's Long-Term Benefit Trust is sufficient to protect its public-interest mission
- ▪Pooling voting control among multiple co-founders is safer than concentrating it in a single founder
- ▪Anthropic shareholders should reject the co-founders' request for majority voting control
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