Anthropic Asks Shareholders to Lock In Founder Control Ahead of IPO

Anthropic is asking its shareholders to sign off on a new governance structure that would hand CEO Dario Amodei and his six co-founders a combined 50.1% of voting power on most corporate matters, according to reporting from The Information. The move comes as the Claude maker prepares for what could be one of the largest IPOs ever attempted.

Founder control, minority ownership

The arrangement echoes the founder-control structure Palantir used ahead of its own listing. Under the proposal, the seven co-founders would hold a special class of shares through a separate LLC, letting them keep collective voting control on most matters even though their combined economic ownership of the company is comparatively small. The founders' voting bloc would hold as long as at least three of the seven retain a minimum number of shares.

What it means for Amodei's stake

Reporting on the proposed structure pegs Amodei's own economic ownership of Anthropic at around 2%. The new share class carries no additional economic interest — it's designed purely to preserve control, not to increase the founders' claim on the company's value.

The board is the exception

Board elections are carved out of the founders' voting control. Anthropic's Long-Term Benefit Trust — an independent body that includes former Federal Reserve Chair Ben Bernanke — would keep its authority to appoint a majority of the seven-seat board. Founders' own board representation would still grow, rising from two seats to three.

A tie-breaker class for employees

Anthropic also plans to issue a separate class of stock to employees, intended to serve as a tie-breaking vote on specified corporate matters. Combined with the founders' supervoting shares and the Trust's board authority, that would leave Anthropic with three distinct classes of stakeholders holding different, overlapping kinds of power once it's public.

Where the IPO timeline stands

The governance vote lands as Anthropic's listing timeline itself has been slipping. The company had previously been expected to begin investor marketing as early as mid-October, but the offering may now not complete until after the November midterm elections. Some investors have floated a valuation as high as $2 trillion for the listing, which would rank among the largest IPOs on record.