Anthropic is asking its shareholders for approval of a new capital structure that is intended to permanently secure the majority of votes for the seven co-founders, including CEO Dario Amodei. Despite each holding only about two percent of the capital, they would collectively receive 50.1 percent of the voting rights. The model is based on the special share class of the data analytics company Palantir.
Special shares secure control independent of capital share
As reported by The Information, a new class of shares is intended to collectively assign 50.1 percent of all voting rights to the seven founders – including CEO Dario Amodei and President Daniela Amodei – for most corporate decisions. The arrangement remains effective as long as at least three of the seven founders hold a specified minimum number of shares. The new voting class explicitly excludes the election of the seven-member board, which currently has one vacant seat. Anthropic is also set to give employees their own class of shares that would decide tie situations between the voting blocks. According to the reports, the special shares carry no additional economic rights such as dividends – they govern control only, not profit participation. Several news agencies, including Reuters, picked up the report from The Information without adding independent confirmation of their own.
Palantir’s founder model serves as the template – with twice as many people
Anthropic borrows the principle of variable voting rights from Palantir, where the Class F shares introduced in 2020 still secure close to 50 percent of all votes for founders Peter Thiel, Alex Karp and Stephen Cohen today, regardless of how many shares they sell over time. Anthropic is now spreading that control across more than twice as many people, an unusual construction among large tech IPOs of recent years. The company is also organized as a Public Benefit Corporation, whose Long-Term Benefit Trust keeps the right to appoint a majority of the board independent of the new share class; the body includes former Federal Reserve chair Ben Bernanke among its members. The seven founders have also publicly pledged to eventually give away 80 percent of their personal wealth – an argument Anthropic reportedly also uses to justify the voting structure, saying it is meant to shield the company’s long-term safety focus from short-term pressure for returns once it is public.
IPO draws closer, structure will affect future investors
The vote on the new share class falls into a period when Anthropic is preparing its own IPO: the prospectus was expected by the end of September according to an earlier report, and the listing itself recently slipped to November because of updated revenue figures. Banks continue to pencil in a target valuation of around two trillion dollars. Buyers of regular shares would have markedly less influence over corporate decisions under the new structure than shareholders without special voting rights. Market watchers often call the valuation discount investors accept for such a loss of influence a governance discount. Comparable arrangements were used previously by Mark Zuckerberg at Meta and Elon Musk at SpaceX to keep strategic control of their companies even after going public. The question of possible share sales by early investors during the IPO also looks different in this light, since it would touch the founders’ economic stake rather than their voting control.
What remains open is whether investors, given the still-young trading history of AI companies, are willing to accept a loss of control spread across seven founders rather than just three or four – a notably wider distribution of power than at Palantir, which also spreads the risk tied to any single departure from the leadership team. It will also matter whether the prospectus expected in November adds further detail on implementation before shareholders formally vote.
