Even after Anthropic goes public, Chief Executive Dario Amodei and the company's six other co-founders will retain commanding influence over management. A single share of "Class F" common stock will hand the founders roughly half of all voting power after the listing, thanks to U.S. corporate law.
CNBC reported on the 26th, citing Anthropic's offering prospectus, that the seven co-founders will become members of a newly created limited liability company called Founder LLC, which will hold 50.1% of the voting power of all outstanding shares. The structure works by issuing a single share of Class F common stock to that entity, giving it control of the company.
Class F shares have been adopted by late-stage startups that have raised large amounts of outside capital, including Palantir. The arrangement follows the Delaware General Corporation Law, which allows voting rights to be designed differently for each class of stock as long as shareholders agree in the certificate of incorporation. Both Class F and Class B shares can carry multiple votes, allowing founders to exercise powers such as electing board members even after their ownership stakes are diluted through fundraising. Through Class B shares, Chief Executive Elon Musk holds about 85% of the voting power at SpaceX, and Chief Executive Mark Zuckerberg holds about 60% at Meta.
Anthropic's decision to issue Class F stock is seen as an effort to run the company according to its own philosophy while fending off involvement by outside shareholders. For the same reason, Anthropic in 2023 also introduced a governance body called the Long-Term Benefit Trust. The LTBT also takes part in electing board members, but it cannot remove Amodei or President Daniela Amodei, a co-founder and his sister, from the board. In exchange, and unlike other cases in which Class F stock has been issued, the founders have given up even their dividend rights.
This unusual governance structure does not exist in South Korea, where one share carries one vote as a matter of principle. Founders of unlisted venture companies that meet certain requirements are allowed up to 10 votes per share, but even that can be maintained only for up to three years after a listing. Byron Deeter, a partner at the venture capital firm Bessemer Venture Partners, said there are many advantages to long-term decision-making through multiple voting rights because it allows management to focus on genuine innovation without being tied to short-term results.