Anthropic is building a corporate governance system that gives an independent trust the power to shape who controls its board, even as the artificial intelligence company prepares to bring public investors into its ownership structure.
Its proposed five-class share structure separates economic ownership from voting power, placing AI safety oversight at the centre of its corporate design.
The framework, detailed in Anthropic's registration statement filed with the US Securities and Exchange Commission (SEC), raises an unusual question for a technology company and that question is how much authority should an independent body have over a business whose commercial success could conflict with its safety commitments?
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At the centre of the arrangement is the Long-Term Benefit Trust (LTBT), designed to help Anthropic balance shareholder interests with its stated mission of developing advanced AI responsibly for the long-term benefit of humanity.
The trust is intended to operate independently, with financially disinterested trustees bringing expertise in AI safety, national security, public policy and social enterprise.
Can the trust fire Anthropic's CEO directly? Not under the powers described in the prospectus. Its authority operates through board composition: the LTBT can elect and remove Class T directors, who collectively make up a majority of the board's authorised seats.
That gives the trust substantial influence over corporate oversight, although the disclosed mechanism is not a direct power to dismiss Chief Executive Officer Dario Amodei.
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Five Share Classes, Five Different Roles
Anthropic's proposed structure distributes voting authority and economic ownership across five classes of common stock. Each serves a different purpose, limiting the influence of ordinary shareholders over the company's strategic direction.
Class T, held by the LTBT, gives the trust its board appointment powers but carries no economic rights and generally does not vote on other shareholder matters.
Class F, assigned to a Founder LLC, gives Anthropic's seven co-founders 50.1% of the voting power on general shareholder matters, including elections for directors other than Class T directors. This share also carries no economic rights.
Class E is intended for employees other than co-founders. It offers voting rights on limited matters but no economic rights. Class N, primarily intended for strategic business partners, carries no general voting rights, except where required by law, and generally converts into Class A shares when transferred to an unaffiliated third party.
Class A, the class being offered to public investors, carries one vote per share and is not convertible.
The result is a system in which public investors can own an economic stake without gaining control proportionate to their investment. The trust influences the board majority, while the founders retain decisive voting power over other general shareholder matters.
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When Safety Takes Precedence Over Shareholder Returns?
Anthropic's status as a Delaware public benefit corporation adds another layer to this arrangement. Its board must balance shareholders' financial interests with the interests of people affected by the company's conduct and its stated public-benefit mission: developing and maintaining advanced AI responsibly for humanity's long-term benefit.
This mandate matters because safety decisions can carry commercial costs. Anthropic warns investors that pursuing its public-benefit purpose could lead it to delay or abandon opportunities, even when those decisions adversely affect near-term shareholder value.
For prospective investors, the structure presents a trade-off. The trust provides a formal governance mechanism intended to protect AI safety considerations from short-term commercial pressure.
At the same time, the separation of voting rights from economic ownership limits the influence public shareholders can exercise over the company's leadership and direction.
Whether the arrangement can consistently balance those competing interests will depend on how trustees and directors exercise their authority as Anthropic grows.
The central question is not simply whether a trust can remove directors, but whether that oversight can meaningfully safeguard AI safety while the company competes in a rapidly expanding market.
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