Anthropic's IPO Comes With a Governance Puzzle Box

Anthropic is trying to pull off a trick few companies have attempted: take Wall Street's money without letting Wall Street tell it what to do. As the AI company moves toward an IPO, it's rolling out a governance structure so layered and unusual that legal scholars say nothing quite like it has been tried before at this scale.

The tension driving this is simple. Anthropic has built its identity around developing AI "safely and for the benefit of humanity," in the company's own language. But safety testing costs time and money, and public shareholders tend to reward speed and growth, not caution. OpenAI CEO Sam Altman, head of Anthropic's biggest rival, has pointed to exactly this kind of investor pressure as a reason OpenAI isn't going public this year. Anthropic's bet is that it can have both: access to public capital and insulation from the demands that usually come with it.

University of Pennsylvania law professor Elizabeth Pollman told The Verge that Anthropic has proposed a "unique and complicated governance structure that has not been used before," one she described as "creatively designed for this founder-led and mission-driven company." The goal, according to experts who spoke with The Verge, is to let Anthropic chase profit without giving shareholders the power to force it into rushing undertested systems to market.

How the structure works

The foundation is Anthropic's status as a public benefit corporation, a legal designation that requires it to weigh its social mission and the interests of stakeholders like employees and affected communities alongside shareholder returns. It's the same corporate form used by companies like Patagonia and Kickstarter, though those businesses aren't racing to deploy frontier AI models.

The more unusual piece is how Anthropic has structured control over its board. In a typical public company, shareholders have real leverage over who sits on the board, and they can use that leverage to push out directors who seem too slow or too cautious. Anthropic has largely cut that mechanism off.

Four of the board's seven seats will be filled by a body called the long-term benefit trust, according to Jens Dammann, a business and commercial law professor at the University of Texas School of Law. The trust consists of five "financially disinterested voting trustees" with backgrounds in AI safety, national security, public policy, and social enterprise. Through a special class of stock called Class T, these trustees can appoint or remove directors, with a mandate to ensure Anthropic balances shareholder financial interests against its broader public benefit purpose and the interests of people affected by its technology.

The remaining three board seats are technically open to influence from ordinary shareholders, but Anthropic has a second safeguard there too: an entity called Founder LLC, which will hold 50.1 percent of voting power on shareholder matters. Since most shareholder votes are decided by simple majority, that stake effectively lets Anthropic's founders block or push through outcomes no matter how everyone else votes, including the selection of those final three directors, according to Columbia Law School professor Dorothy Lund.

Founder LLC's initial membership, per the company's IPO prospectus, is seven cofounders: Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah. One notable absence from that list is cofounder Ben Mann, who co-leads Anthropic's experimental Labs division, as The San Francisco Standard has reported.

Put together, the trust and Founder LLC give Anthropic's leadership and a mission-focused trustee body what Dammann called "tremendous power" over the company's direction, shielding it from many of the pressures that typically come with being publicly traded. "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," Dammann told The Verge.

Legal protection isn't market protection

Ann Lipton, a professor at the University of Colorado Law School, largely agrees with that read on the legal mechanics. "Anthropic is entirely insulated from profit seeking pressures, in the sense that ordinary shareholders have no ability to select the board or make business decisions," she told The Verge. But she flagged a wrinkle: the founders themselves hold significant financial stakes in the company, which creates its own incentive pull even if shareholders can't force their hand directly.

And Lipton pointed to a distinction that matters more than any org chart. Legal insulation from shareholders is not the same thing as insulation from the market. Anthropic, like every other AI company, "desperately needs capital," she said. "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 a similar concern, noting that Anthropic will still need to stay "in the good graces" of its investors, and that "competitive pressure and capital needs can erode safety commitments over time." Anthropic did not respond to The Verge's request for comment on whether it believes the company can actually withstand pressure to accelerate at the expense of safety.

The founders are the load-bearing wall

There's another vulnerability baked into the design: it depends heavily on the founders sticking around. Anthropic's own IPO prospectus states that the company's success is "highly dependent on the continued service" of its senior leadership, singling out Dario and Daniela Amodei as especially critical to its research and mission.

If a majority of Founder LLC's members leave, or the group simply decides to dissolve it, the entity sunsets. At that point, according to Dammann, ordinary shareholders could gain the ability to weaken the trust's protections, potentially even over the objections of the trustees, and without needing buy-in from the founders or employees who hold separate classes of stock. He noted other paths to undermining the trust exist too, including coordinated action among public shareholders, employee stockholders, and founders acting together.

That leaves Anthropic's safety-first positioning resting on a few conditions holding steady: the founders staying put, the trust acting as intended, and market conditions not forcing anyone's hand. Dammann summed up the underlying problem as a "fundamental dilemma that cannot be resolved in a fully satisfactory way" between Anthropic's stated mission and the expectations of investors. For now, he said, that tension may be manageable precisely because things are going well. "Investors may not mind their lack of voice as long as things go well," Dammann said. "But if things go sour, they may become quite frustrated."

That's the real test waiting on the other side of this IPO — not whether the governance structure holds up on paper, but whether it holds up the first time growth slows or a competitor pulls ahead.