TechCrunch says that after Anthropic's IPO, public shareholders will have almost no say over the board
TechCrunch reports that Anthropic's IPO will give public shareholders almost no say over board membership. Its long-term benefit trust holds Class T shares, which can elect and remove a majority of directors, and its members include Ben Bernanke; the 7 co-founders jointly hold another class of shares, with most of them controlling 50.1% of shareholder voting rights and 3 board seats. The board's nominating committee can block the trust's choice of 1 designated director or removal without cause, and refer that decision to an employee vote; founder control can be voluntarily ended 10 years after listing, or automatically terminated when there are fewer than 3 founders.
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The original article breaks down the three-tier structure of board control after Anthropic's IPO, which can be used to understand the distribution of power among founders, the trust, and employees.
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TechCrunch published a piece. Anthropic’s IPO will leave public shareholders with almost no say over who sits on its board.
Its Long-Term Benefit Trust, whose members include Ben Bernanke, holds Class T stock that elects and removes a majority of directors.
The 7 cofounders jointly hold another share class giving a majority of them 50.1% of shareholder votes and 3 board seats.
The board’s nominating committee can still check the trust by blocking its choice or no-cause removal of 1 “Specified” director and sending that decision to an employee vote.
That clause formalizes the staff leverage that forced OpenAI’s board to reinstate Sam Altman after firing him in 2023.
Founder control can end by choice 10 years after the listing, or automatically once fewer than 3 founders remain.
The trust survives until 85% of common shareholders vote it out or it quits with board approval.
Investors are therefore buying a company whose control shifts among founders, trustees and employees, and any founder split would hand common shareholders more weight than expected.