Anthropic is asking shareholders to approve a major governance shift that would give CEO Dario Amodei and its six other co-founders a combined 50.1% of voting power through a special class of shares ahead of an anticipated initial public offering (IPO).
The arrangement is heavily modeled on the founder-control framework used by Palantir Technologies, separating economic interest from voting control.
Unlike traditional dual-class shares concentrated in a single CEO, Anthropic’s proposal pools voting power among the seven co-founders via a separate structure. It remains active as long as at least three of the co-founders retain a minimum share threshold.
According to the report, the new arrangement, which emulates a founder-control structure at Palantir, would award the co-founders a special class of shares giving them collective voting control in most corporate matters, and would apply as long as three of the seven co-founders retain a minimum number of shares in the company.
The founders’ 50.1% voting stake will cover most corporate matters, but board elections remain an exception.
Anthropic’s Long-Term Benefit Trust (whose members include former Fed Chair Ben Bernanke) will retain the authority to appoint a majority of the seven-seat board, while founder board seats will expand from two to three (with one seat currently vacant).
The plan also incorporates a separate class of shares given to employees that can act as tie-breakers on specific corporate matters.
