Anthropic Seeks Palantir-Style Voting Control for Seven Co-Founders Ahead of IPO

Anthropic is asking shareholders to approve a new corporate structure that would award CEO Dario Amodei and his six cofounders a special class of shares giving them collective voting control in most corporate matters, according to people familiar with the planning.

The new arrangement, which emulates a founder-control structure at Palantir, would grant the co-founders a combined 50.1% of voting power, as long as three of the seven co-founders retain a minimum number of shares in the company, one of the people said. It would mark a major change in Anthropic’s already unusual governance structure, strengthening the clout of a group of founders who own relatively small stakes against the prospect of pressure from outside shareholders once it goes public.

One significant exception to the founders’ control is the election of the members of Anthropic’s board of directors, which has seven seats, one of which is currently vacant. The power to appoint a majority of the board rests with Anthropic’s Long-Term Benefit Trust, a group of non-shareholders who include former Federal Reserve chair Ben Bernanke and advises the company on safety and social issues. Under the proposed new structure, the trust would retain that power.

The founders currently can appoint two board members. However, that would be expanded to three board members under the new corporate structure.

The company is asking shareholders to approve the proposed plan in the coming days.

Anthropic is also planning to give employees a special class of stock that would serve as tie-breaker votes on some corporate issues, two of the people said.

It has been common for tech founders to get supervoting shares in their companies ahead of IPOs, a phenomenon that has given Mark Zuckerberg sway over Meta Platforms and Elon Musk control at SpaceX. But the collective control approach Anthropic is pursuing is unusual.

At Palantir, which uses a similar structure, three of its founders—Peter Thiel, Alex Karp, and Stephen Cohen—control a unique class of stock that they hold through an entity called the Founder Voting Trust. That gives them collectively up to 49.999999% of the company’s voting power, provided their combined ownership remains above a minimum number of shares.

Anthropic, valued at $965 billion in a funding round in May, is expected to seek a valuation of at least $1.5 trillion in its eagerly awaited IPO, The Information has reported. The listing, which many investors were expecting to come as early as this month, is now looking more likely to happen in late October or November.

The Information reported last month that Anthropic was preparing to give the co-founders a class of stock with extra voting power, but the precise structure wasn’t clear at the time.

The new class of shares that founders would get under the proposed structure doesn’t carry any additional economic interest in the company. But the structure could enable the founders to maintain control despite their relatively small equity stakes, while also making good on their pledge to give away 80% of their wealth.

Amodei owns only about 2% of Anthropic, The Information previously reported, although that could change if new shares are issued. That would be one of the smallest ownership stakes for any founder-CEO of a startup going public. The other co-founders—who include his sister, Daniela Amodei, who is Anthropic’s president—own similarly sized stakes.

Anthropic’s founders would own the stock through a separate limited liability company, one of the people said.

The AI model maker is set up as a public benefit corporation, one element of its unusual governance, which means its leaders can pursue societal goals in addition to trying to make money for shareholders. Its IPO, expected in the next month or so, would make it by far the most valuable such company in the U.S. stock market.

Anthropic’s co-founders all previously worked closely together at rival OpenAI, leaving in late 2020 and launching the new company the next year with Dario and Daniela Amodei at the helm. The siblings are the only members of the group with seats on Anthropic’s board of directors.

The other co-founders are: Tom Brown, who is Anthropic’s chief compute officer; Jack Clark, its head of public benefit; Jared Kaplan, chief science officer; Sam McCandlish, chief architect; and Chris Olah, who leads interpretability research.