Anthropic launched in 2021 with a mission to ensure humanity can keep AI under control and reap its long-term benefits. But as this leading AI lab moves toward its initial public offering, one group is finding itself locked out of control: anyone who purchases its stock on public markets. Complex arrangements that let founders like Elon Musk or Mark Zuckerberg dominate their public companies without owning most of them are hardly novel in Silicon Valley. Yet Anthropic's fixation on AI safety has produced a genuinely elaborate form of corporate governance that will leave ordinary shareholders with minimal influence over most major decisions at the AI company—including who serves on its board.

First, Anthropic operates as a public benefit company—a for-profit corporation legally permitted to balance a public mission alongside profit—with the aim of advancing AI safety. This status shields the board's ability to make AI safety decisions that aren't purely driven by shareholder value without facing lawsuits from disgruntled investors. Currently, the board is chaired by Anthropic president Daniela Amodei and includes CEO Dario Amodei (her brother), Netflix cofounder Reed Hastings, former Microsoft and GM CFO Christopher Liddell, Novartis CEO Vas Narasimhan, and Spark Capital partner Yasmin Razavi. One board seat remains vacant.

Second, Anthropic has granted substantial board control to a Long Term Benefit Trust (LTBT), an independent panel designed to keep the company focused on its mission to benefit humanity. The trust holds a class of stock that empowers it to elect and remove a majority of the company's board, known as Class T directors. The LTBT is chaired by Neil Shah, a global health expert who was managing director at GiveWell, a nonprofit that ranks charities, and includes former Federal Reserve chair Ben Bernanke, national security expert Richard Fontaine, and Harvard physicist Christopher Stubbs. One LTBT seat is currently vacant. The existing members will themselves select who fills it.

Third, Anthropic's seven founders collectively own a special class of stock that gives a majority of them 50.1% of shareholder voting power, enabling them to elect three members of the board of directors. If, for whatever reason, there's no majority among the founders, only then are their shares voted in proportion with holders of common stock. Finally, the board can check the LTBT. When the LTBT nominates a "Specified" one of its four directors, or removes that director without cause (that is, without alleging misconduct), the board's nominating committee can decline to approve the move and throw the decision to the company's employees for a vote. Here's what all that looks like:

The dynamics of such a complex structure are difficult to predict. We've already witnessed one notable instance where a similar structure was essentially overthrown: OpenAI's so-called blip, when OpenAI's board briefly fired CEO Sam Altman over concerns that he was not being candid with them. Thanks to the loyalty of the company's employees to Altman, the board backed down, reinstated him, and a new governance structure was put in place. Anthropic's structure seems to formalize that kind of employee power. At Anthropic, cracks in the founders' unified front could lead to common shareholders having more say than expected, while employees can overrule the LTBT on board seats if they back the board over the assembled luminaries.

The founders' control won't last forever: Ten years after the IPO, the founders can choose to end their control of the company, or their control will end automatically when fewer than three of them remain. At that point, the LTBT will continue until 85% of common shareholders vote to end it, or it decides to step down with approval from the board. If and when neither special class of shareholder exists any more—hopefully not because of an AI-driven catastrophe—common shareholders finally get control.