Anthropic wants the benefits of public markets without the pressures that usually come with them. The company is preparing an initial public offering, and it says it will still focus on developing AI safely and for the benefit of humanity. To back up that claim, it has proposed a governance structure that would sharply limit how much ordinary shareholders can influence the company's direction.
The tension is easy to see. More capable AI models carry greater risks, and shareholders looking for returns may have little patience for expensive safety measures that slow products on their way to market. Sam Altman, the CEO of rival OpenAI, has cited investor pressure as one reason his company is not pursuing an IPO this year.
Anthropic is a public benefit corporation, which means it is legally required to weigh more than maximizing shareholder returns. It must balance those returns against its stated social mission and the interests of stakeholders such as employees and specific communities. Patagonia and Kickstarter are among the better-known companies with that structure, with missions centered on environmental conservation and support for creative communities.
The board is where the company has built its heaviest safeguards. Directors oversee the company and appoint its leadership, including the CEO. At Anthropic, CEO Dario Amodei and president Daniela Amodei both sit on the board. Shareholders typically have considerable say over who serves as a director, which gives them a way to replace leaders they believe are moving too slowly. Anthropic's proposal would limit that power.
Under the plan, a special body called the long-term benefit trust will choose four of the board's seven directors, according to the prospectus. Jens Dammann, a professor of business and commercial law at the University of Texas School of Law, said the arrangement is highly unusual for a major technology company. The trust is made up of five financially disinterested voting trustees with expertise in AI safety, national security, public policy and social enterprise. Through a special class of stock known as Class T, the trustees can appoint or remove directors. Their stated purpose is to ensure that Anthropic balances the financial interests of stockholders with the interests of those affected by its conduct and its public benefit purpose.
Ordinary shareholders would have a say over the remaining three seats, but a second mechanism shapes that outcome. The company has created an entity called Founder LLC, which will control 50.1 percent of the voting power on shareholder matters. Many shareholder votes are decided by a simple majority, so Founder LLC effectively lets the founders block or force through decisions regardless of how other shareholders vote. Dorothy Lund, a professor at Columbia Law School, told The Verge that this means the founders will effectively choose the remaining three directors.
The prospectus says Founder LLC will initially include seven founders: Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah. Ben Mann, another cofounder who co-leads the company's experimental Anthropic Labs arm, is not on that list, according to The San Francisco Standard.
Dammann said the combined arrangements give the founders and the trust tremendous power over the company's direction, shielding it from many of the pressures associated with being a public company. “Given the unusual governance structure Anthropic has chosen, I don’t see how going public, by itself, would undermine its ability to prioritize safety over commercial interests.”
Ann Lipton, a professor at the University of Colorado Law School, agreed on the legal point. Ordinary shareholders have no ability to select the board or make business decisions, she said. But she cautioned that the founders have their own financial stakes in the company, and those stakes could shape their choices. Legal protection, she said, is not the same as immunity from the market.
Lipton said Anthropic, like every AI company, desperately needs capital. “It’s not clear to me that any governance structure will protect against the market reality that unless Anthropic takes advantage of profit making opportunities at a faster pace than its competitors, it will not be able to fund its operations.” Lund raised similar concerns. Anthropic will still need to stay in the good graces of its investors, she said, and competitive pressure and capital needs can erode safety commitments over time.
The founders' role also creates a potential weak point. The prospectus says the company's success is highly dependent on the continued service of its senior team, and it singles out Dario and Daniela Amodei as especially critical. If a majority of Founder LLC's members leave, or if the group chooses to dissolve it, the entity would sunset. At that point, ordinary shareholders could gain the power to weaken the trust's protections, even against the wishes of the trustees and without the support of the founders or employees who hold different classes of stock, Dammann said. He added that coordinated action among public shareholders, employee stockholders and founders could also undermine the trust.
Anthropic did not respond to The Verge's request for comment on whether it believes the company could resist shareholder pressure to accelerate AI development at the expense of safety.
Dammann described what he sees as a fundamental dilemma between Anthropic's mission and investor demands, one that cannot be resolved in a fully satisfactory way. For now, the tension may be manageable. As Dammann put it, investors may not mind their lack of voice as long as things go well. But if things go sour, they may become quite frustrated.
Este artículo fue escrito con la asistencia de IA.
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