Anthropic's seven co-founders are asking shareholders to approve a structure that would give them a combined 50.1% of the vote on most corporate matters after the company goes public, according to reporting on a proposal circulating in the coming days. CEO Dario Amodei and his six co-founders would receive special shares that lock in majority control as long as at least three of them keep a minimum stake. The company was valued at $965 billion in May and has since traded at $1.5 trillion on the secondary market, with an IPO expected to reflect that new mark.
The mechanics matter because the founders don't own much of Anthropic on paper. Each of the seven, Amodei included, owns roughly 2% of the company. The proposed super-voting shares carry no additional economic value — they exist purely to preserve group control once Anthropic starts trading. Without them, a founder cohort holding a combined 14% would have little say against public-market shareholders and index funds after listing.
Dual-class structures are common in tech IPOs. Mark Zuckerberg used one to retain control of Meta, and Evan Spiegel used a similar setup at Snap. What's unusual about Anthropic's proposal is the group approach: rather than one founder-CEO holding super-voting shares, seven co-founders would jointly hold the majority, with the arrangement contingent on three of them staying involved.
Key facts
- 01Anthropic's seven co-founders are seeking special shares carrying a combined 50.1% of the vote on most corporate matters.
- 02The structure holds only if at least three of the founders keep a minimum stake in the company.
- 03Each of the seven co-founders, including CEO Dario Amodei, owns roughly 2% of Anthropic.
- 04Anthropic was valued at $965 billion in May and has since traded at $1.5 trillion on the secondary market.
- 05Founders' board seats would grow from two to three, while the Long-Term Benefit Trust would still choose most of the board.
The proposal comes alongside a broader wealth commitment. Amodei announced in January that the co-founders had pledged to give away 80% of their wealth, warning at the time that AI-driven wealth concentration could destabilize society. A five-year-old company approaching a trillion-dollar-plus IPO makes that pledge concrete in a way few prior tech founders have had to confront, and the super-voting structure ensures the founders retain governance authority even as they divest personal wealth.
The proposal doesn't hand the founders unchecked power. Anthropic's Long-Term Benefit Trust would still choose most of the board, a structure the company established to preserve its safety-focused mission independent of shareholder pressure. The founders' board seats would grow from two to three under the new structure, and employees would receive their own class of stock allowing them to break ties on certain issues.
That layered arrangement — trust picks most directors, founders hold the vote, employees break ties on some matters — is more elaborate than the Meta or Snap templates. It reflects Anthropic's positioning as a public-benefit-style entity rather than a straightforward for-profit, and it will likely draw scrutiny from governance investors who typically discount dual-class stock at IPO.
The valuation trajectory is the backdrop. Anthropic's jump from $965 billion in May to $1.5 trillion on secondary markets in a matter of months compresses the timeline for founders to lock in control before the shareholder base expands. Once retail and institutional investors are in, changing the voting structure becomes far harder. Doing it now, while the cap table is still concentrated among venture and strategic investors, is standard playbook.
Governance investors including index funds and pension managers routinely oppose dual-class structures, and proxy advisers often recommend against them. Anthropic's group-based variant, contingent on three founders remaining active, adds a wrinkle proxy firms haven't seen at this scale. The Long-Term Benefit Trust's role in appointing most directors also complicates the standard critique that dual-class stock insulates management from accountability — accountability would run to the trust rather than to public shareholders.
The Anthropic IPO — whenever it lands — will test whether public markets tolerate an unusually elaborate governance structure at a trillion-dollar-plus valuation. The founders are betting that mission alignment and control matter more to their strategic identity than the modest valuation discount governance activists may push for. Given the arms race in frontier model development and the pressure on labs to make long-horizon safety bets that public shareholders might not immediately reward, the founders' calculus is that maintaining voting control is worth whatever premium the market extracts. If Anthropic prices anywhere near its secondary valuation, they'll have been proven right.
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