Anthropic founders to hold 50.1% of voting rights through Founder LLC — CNBC
Anthropic said in its initial public offering prospectus that its seven co-founders will hold 50.1% of the voting rights attached to the company’s outstanding shares through a new Founder LLC structure. This will allow them to determine the outcome of shareholder votes in the near future.
As CNBC reports, Founder LLC will include CEO Dario Amodei, President Daniela Amodei, as well as Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. The company called this model a new capital and corporate governance structure with no direct precedent among public companies.
Limited shareholder influence
Anthropic said in the document that such a system could make an unwanted merger, tender offer or an attempt to remove directors through a shareholder vote more difficult. At the same time, it will limit the influence of institutional and retail investors on company decisions.
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The company also warned that the interests of the Long-Term Benefit Trust, Founder LLC and individual co-founders may differ from those of other shareholders. Their voting rights are not dependent on their economic stake in Anthropic and will not be diluted or reduced, the prospectus says.
The role of an independent trust
Anthropic is incorporated as a public benefit corporation under Delaware law. This status provides for a balance between the financial interests of shareholders, the interests of people affected by the company’s activities, and its purpose of responsibly developing and supporting advanced artificial intelligence systems for the long-term benefit of humanity.
The Long-Term Benefit Trust, created in 2023, operates separately. It has the right to elect and remove a majority of board members through a special class of Class T common stock. Anthropic is considered a controlled company under Nasdaq Global Select Market requirements because the trust is authorized to elect a majority of the board of directors. The company plans to list on Nasdaq under the ticker ANT.
