Anthropic's IPO Keeps Founders in Control Through a "Founder LLC" Voting Structure

The initial public offering (IPO) queue just welcomed its most unconventional corporate creature yet. Artificial intelligence (AI) heavyweight Anthropic, the developer behind the Claude platform, officially filed its Form S-1 registration statement with the Securities and Exchange Commission (SEC) today.

The filing sets the stage for a Nasdaq debut under the ticker ANT. But beneath Anthropic's staggering compute numbers and explosive top-line growth lies a governance framework that should stop prospective shareholders in their tracks.

Silicon Valley has long treated public investors as passive passengers. Mega-cap innovators like Alphabet (NASDAQ: GOOG) (NASDAQ: GOOGL), Meta Platforms (NASDAQ: META), and Space Exploration Technologies (NASDAQ: SPCX) built modern market empires on dual- or triple-class equities. Their stock structures grant public buyers economic claims while effectively walling off boardroom power behind insider shares.

But Anthropic's proposed setup makes even those founder-friendly bastions look tame. Instead of merely weighting voting rights based on who owns the most stock, Anthropic is slicing ownership, shareholder voting, and board oversight into five distinct share classes.

Data from Anthropic's S-1 filing.

The 4 Major Differences

1. A single "golden share" instead of billions of shares (Class F)

SpaceX and Meta are the same story. Musk and Zuckerberg both have total control over shareholder votes through their massive holdings of supervoting Class B shares. They have the option to convert these shares into common stock if they want to raise personal cash, but then they would gradually lose their voting power.

At Anthropic, the founders created Class F common stock consisting of a single share held by the founders' LLC. It has no economic rights (no claim to profits or dividends) but gives the co-founders 50.1% of the total vote on all general corporate matters. The vote counts of other classes don't even matter in most cases; Class F decides the outcome of simple-majority votes.

Class E is another voting-only stock, but holds no sway in ordinary shareholder votes. Instead, its holders control the structure of the Long Term Benefit Trust (LTBT), the Public Benefit Corporation (PBC) status, and changes to Anthropic's Charter. It's a safeguard against Class F holders restructuring the company at will.

2. The board has an outside "safety valve" (Class T & the trust)

Elon Musk is on the board of SpaceX. It's a controlled company, and the board reports directly to him on a supermajority basis.

At Anthropic, the LTBT is an independent body of AI safety, national security, and policy experts holding the Class T shares. Shares in this class have no financial claim but have the sole right to elect and remove a majority of the Board of Directors. The founders hold 50.1% of general shareholder voting power via Class F shares but cannot outvote or remove the board majority elected by the Trust.

Image source: Getty Images.

3. Strategic cloud partners are boxed out of governance (Class N)

Big tech investors such as Amazon (NASDAQ: AMZN) and Alphabet invested billions in Anthropic over the years. To prevent major partners from gaining control of the board or triggering antitrust and regulatory issues, Anthropic created Class N common stock. Class N shares have full financial ownership but no voting rights.

4. Fiduciary duty: "Mission" over shareholder value (PBC status)

Meta and Alphabet are conventional corporations registered in Delaware, whose boards have a general fiduciary duty to create value for equity shareholders. SpaceX moved its registration to Texas in 2024.

Anthropic is registered in Delaware, but as a PBC. By charter, the board must balance financial return against the "responsible development and maintenance of advanced AI for the long-term benefit of humanity." If the Trust determines commercial profit conflicts with safe deployment, the Trust-controlled board can legally prioritize safety over stock returns.

Remember, the Trust holds Class T shares and can replace the Board of Directors if needed. That's real power.

The Bottom Line

Alphabet pioneered non-voting Class C stock to fund equity compensation without diluting its founders' majority control. Meta has adopted a similar blueprint, creating Class C shares to finance $140B in AI infrastructure and personal tax liabilities while permanently locking Mark Zuckerberg's 61% voting majority against outside dilution. And at SpaceX, Musk has total control as his high number of supervotes completely dominates the boardroom.

In Anthropic's proposed structure, the founders have 50.1% of operational votes via an empty economic shell (Class F) and have effectively handed ultimate board control to an independent safety trust (Class T). Public investors buying Class A get financial exposure to the business, but governance is forever in the hands of Class F and Class T holders.

At Anthropic, Wall Street gets to pick up the tab for the compute bills, but it will never get a seat at the table. Make sure you're OK with this structure before buying Anthropic shares.

Anders Bylund has positions in Alphabet and Amazon. The Motley Fool has positions in and recommends Alphabet, Amazon, and Meta Platforms. The Motley Fool has a disclosure policy.