Anthropic will take your money — but not your advice

• Public investors are finally getting a chance to invest in Anthropic.
• But unlike other public companies, Anthropic doesn't want the public's input when it comes to major decisions.
• Instead, Anthropic will be effectively controlled by CEO Dario Amodei and a group of other insiders.

In the next few weeks, public investors will get their chance to buy a piece of Anthropic.

But regular investors will never have a chance to steer the AI giant's decisions: Even though Anthropic is going public, it will essentially remain a private company, controlled by a handful of people with outsized power.

That's not unusual for giant tech companies launched in the past few decades (Larry Page and Sergey Brin have effective control of Google; Mark Zuckerberg has the same at Meta, as does Elon Musk at SpaceX.) It's also something you see at some prominent media companies (Rupert Murdoch and his son Lachlan have effective control of his two public companies; Larry and David Ellison have the same at Skydance.)

Anthropic's twist on the idea is that control is split between two different groups of insiders. There's a clique of seven founders, including CEO Dario Amodei and his sister, Daniela, who control 50.1% of shareholder voting power. And there's also a trust with the power to appoint four of the company's seven directors.

Put those two together, and you get a corporate constitution designed to keep public investors outside the real decisions. The founders control the outcome of any shareholder vote; the trust controls the board.

In theory, those two groups could end up in conflict on major issues. The trust-appointed directors might, say, vote to replace Amodei with a new CEO. Or the founder group could veto a sale approved by the board.

In reality, there's a lot of overlap between the two groups. For starters, Anthropic created and funds the trust. And Anthropic itself says it has made sure the trust is staffed with people who see the world the same way its executives do: "In practice to date, the Trustees and company executives have collaborated closely on sourcing, interviewing, and selecting Trustees," the company notes in its S-1 filing.

The main takeaway is that there's no way for an individual shareholder, or even institutional shareholders who own significant chunks of Anthropic's equity, to force it to move one way or another.

The upside of arrangements like this are pretty clear, from a founder's perspective: They insulate their founders and managers from investors who might only care about short-term goals.

The downside: These structures insulate founders and managers from investors who might have very good reasons to want the company to change.

In Anthropic's case, that aversion to giving public investors a real voice is synced directly to the company's founding thesis — that the AI it is developing is so consequential and potentially dangerous, that it must be controlled by people who care about more than Anthropic's share price.

And for many investors clamoring to get in on Anthropic's IPO, that lack of control — disclosed up front — won't matter. They just want their shares to be worth more over time. Musk's ironclad control of SpaceX didn't put dampen demand for the biggest IPO in history.

But if investors ever want to force Anthropic to do something the Amodeis and their cofounders — or the Anthropic-created trust — don't want it to do, they'll be out of luck. Buyer beware.