Anthropic Governance Model Faces Test Ahead of Potential $2 Trillion IPO

Anthropic Prepares for IPO of Up to $2 Trillion

Independent Body Created to Protect Founding Mission

Conflict With Profit-Seeking Shareholders Looms

Anthropic is drawing scrutiny for an unusual governance structure as it prepares for a potential initial public offering valued at as much as $2 trillion. Critics say an independent body set up to protect AI safety and humanity’s long-term interests has the power to appoint directors, creating the potential for conflict with shareholder rights.

The Financial Times reported on Sept. 8 that Anthropic’s Long-Term Benefit Trust, or LTBT, was created to uphold the company’s founding mission of developing AI for the benefit of humanity without being swayed by commercial pressure.

The LTBT can have up to five members. Its members include former Federal Reserve Chair Ben Bernanke, Clinton Health Access Initiative Chief Executive Officer Neil Buddy Shah and Center for a New American Security Chief Executive Officer Richard Fontaine.

The members hold no equity in the company, but their powers extend well beyond those of a simple advisory body. They can appoint or remove a majority of the board. Four of Anthropic’s seven directors, including Netflix co-founder Reed Hastings and Novartis Chief Executive Officer Vas Narasimhan, were nominated by the LTBT.

The group also receives advance notice of major management actions, including the release of new AI models. It reportedly recommended a limited release when Mythos was introduced.

Anthropic plans to retain the structure after going public. The FT said the company wants to establish the trust as a new governance standard for the AI industry.

The problem is that the arrangement could spark conflict with investors. Jesse Fried, a professor at Harvard Law School, said the LTBT could choose to sacrifice profit to advance the company’s mission. A company seeking capital from investors focused on returns is also trying to preserve a structure that leaves major corporate decisions to people with no equity stake, he said. In his view, a potential source of tension with shareholders is embedded in the company’s DNA.

If Anthropic lists while still lossmaking, pressure to generate profit will intensify. As a private company, it raised money from venture capital firms and other investors that understood its founding mission and governance structure. After an IPO, however, it would need to answer to a broader group of investors that is more sensitive to profitability. That means the LTBT, which may forgo profit for social value, could clash at any time with shareholders demanding returns. Fried said the structure could still change before the IPO and that investors should price the shares appropriately given the company’s unusual governance model.

Han Myung-hyun, Hankyung.com reporter wise@hankyung.com