Anthropic’s IPO Raises Questions About Governance and Control

As Anthropic prepares to go public later this month, investors are left wondering about the company’s unusual share class structure.

The company will offer Class A shares to the public, but these shares come with a caveat: they grant ownership but little say in governance. In fact, control of the company sits mainly with two groups that hold little to no stake in its overall economics.

One group is the Long-Term Benefit Trust, a five-seat independent board of trustees who hold no Anthropic equity and take no share of the profits. Despite this, they have significant influence over the company’s direction, holding a single Class T share that allows them to elect four of Anthropic’s seven directors.

The second controlling group is the Founder LLC, comprising Anthropic’s seven cofounders who hold a single Class F share. They can appoint and remove directors without cause, giving them significant control over the company’s governance.

This complex share class structure raises questions about Anthropic’s ability to maximize shareholder returns, given its status as a public benefit corporation.

As the company prepares for its IPO, investors will be watching closely to see how this unusual governance structure plays out in practice.