Anthropic is seeking shareholder approval for a structure giving CEO Dario Amodei and six co-founders a combined 50.1 per cent of voting power ahead of a potential IPO, Reuters reported on 24 September, citing reporting by The Information based on people familiar with the planning.
Key points
- A proposed special share class would give the seven co-founders collective control of most corporate votes.
- The arrangement would remain in effect while at least three co-founders retained a minimum holding.
- Board elections would be an exception; employees could receive tie-breaker votes on some issues.
- Anthropic raised $65 billion in May at a post-money valuation of $965 billion.
Anthropic proposes a 50.1 per cent founder vote
The proposed special class of shares would give the founders collective voting control on most corporate matters. Its effect would depend on continued ownership: at least three of the seven co-founders would have to retain a minimum number of Anthropic shares for the arrangement to apply.
The Information compared the plan with a founder-control structure at Palantir. Both the size of the proposed voting block and the minimum-holding condition matter to shareholders considering who would make corporate decisions after a listing. Anthropic is asking shareholders to approve the change.
On matters covered by the plan, the co-founders’ combined voting power would amount to a majority. That control would be collective, rather than a separate majority for Amodei or any other founder. The proposal ties its continuation to holdings retained by three co-founders, rather than requiring all seven to keep their shares.
Anthropic board elections sit outside the plan
Election of Anthropic’s directors would be a significant exception to the founders’ proposed control, The Information reported. The board has seven seats, including one that is vacant. The exception separates the selection of directors from the corporate matters on which the co-founders would hold a majority vote.
Anthropic also plans to give employees a special class of stock that would provide tie-breaker votes on some corporate issues. That would give employees a distinct voting role under the proposed structure, alongside the founders’ control of most matters and the exception for board elections.
The shareholder decision concerns a proposed structure ahead of an offering. Reuters reported that Anthropic did not immediately respond to its request for comment on The Information’s account. The approval sought from existing shareholders would precede any use of the proposed voting arrangement by a publicly listed Anthropic.
Anthropic’s $965 billion valuation precedes IPO
Anthropic raised $65 billion in May at a post-money valuation of $965 billion. The funding round gives a price for the company before the proposed public listing, while the shareholder request concerns how votes would be allocated if the new structure were adopted.
The Claude maker is preparing for a potential IPO. AI Affairs previously reported on Anthropic’s pursuit of a $2 trillion IPO. The proposed voting structure is a separate decision for shareholders as the company prepares for a potential offering.
Reuters reported earlier in September that Anthropic could move its IPO until after the US midterm elections in November. The elections were not expected to have a major effect on the offering, according to that report.
