Anthropic, an artificial intelligence company preparing for an initial public offering (IPO), has revealed plans to allocate 5 percent of its shares to a fund intended for philanthropic purposes. However, a central aspect of the company's governance remains largely undisclosed: a private trust known as the Long-Term Benefit Trust, which holds significant influence over Anthropic’s board and strategic decisions.
Unlike typical publicly traded companies where shareholders retain primary control, Anthropic operates as a public-benefit corporation (PBC), a structure designed to balance profit-making with broader social or environmental goals. The Long-Term Benefit Trust plays a pivotal role by appointing four of the seven members on Anthropic’s board, giving it the ability to both seat and remove directors without cause. Additionally, the trust can block key corporate actions, reinforcing its mandate to steer the company’s development of AI technologies for the long-term benefit of humanity.
The trust’s board currently includes notable figures such as former Federal Reserve chairman Ben Bernanke and Neil Buddy Shah, chairman of the Clinton Health Access Initiative. According to Anthropic, trustees hold no equity in the company, receive no profits, and are compensated solely for their service. The company has stated that trustees must consult with Anthropic’s leaders on certain unspecified "key matters," though the precise nature of these consultations has not been made public.
Certain corporate actions—such as issuing significant debt, selling a controlling stake, or transferring control over advanced AI models—require the trust to be notified at least five days in advance. Some legal experts suggest this notification could function as a de facto veto, especially considering the trust’s control over board appointments. Anthropic denies that the trust possesses outright veto power but has provided limited elaboration.
Public-benefit corporations have gained traction over the past decade as a way for companies to integrate social missions alongside shareholder interests. Delaware law mandates that PBC boards consider both shareholders and other stakeholders affected by the company’s conduct. Prominent examples include companies like Warby Parker and Veeva Systems. Anthropic differentiates itself by vesting substantial authority in a private trust rather than leaving governance solely to shareholders or a charity, as seen in OpenAI, Anthropic’s competitor, which is governed by a charitable foundation.
Experts note that PBCs often face challenges maintaining focus on mission-driven goals if shareholder profit incentives dominate. Anthropic acknowledges this concern publicly, asserting that the trust is intended to ensure the company “balances the financial interests of stockholders with the interests of those affected by Anthropic’s conduct and our public benefit purpose.”
The trust’s broad powers raise questions about investor governance rights once Anthropic goes public. Some legal analysts warn that shareholders may have limited influence compared to other technology firms that concentrate voting power in a few hands, such as SpaceX, Alphabet, and Meta Platforms.
Regarding the possibility of altering the trust’s authority, Anthropic’s latest public statements suggest that changes could be made if a sufficiently large supermajority of shareholders agree, though specific thresholds and conditions remain undisclosed. In contrast, the company’s certificate of incorporation indicates that modifications to the trust’s powers require both trustee approval and substantial shareholder or board consensus, sometimes as high as 85 percent.
Anthropic’s trust documents and detailed governance agreements remain confidential, leaving unanswered questions about the extent and mechanics of its control. The company is currently gauging investor interest in its IPO, which could raise up to $10 billion and value Anthropic near $2 trillion.