Seven individuals to hold majority voting power in Anthropic IPO

Anthropic submitted its IPO paperwork on Monday, aiming to list on the Nasdaq under the ticker ANT. While ordinary investors will be able to purchase shares and cast one vote per share, they cannot overcome the combined 50.1% voting power held by CEO Dario Amodei and six other individuals.

According to the prospectus from the Claude AI developer, seven individuals belong to Founder LLC, an entity that will hold a single share of Anthropic’s Class F common stock at the time of the IPO. That class of stock commands 50.1% of the vote on ordinary shareholder matters.

The document identifies the seven as Dario Amodei, his sister Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah.

Reuters disclosed the existence of Founder LLC back in September, but the IPO prospectus now formally confirms its majority voting power.

Seven may already seem like a small number, but technically as few as four individuals could exercise voting control over Anthropic. The reason: Founder LLC casts its vote based on a majority of its members, meaning any four of the seven can dictate the single Class F share’s vote.

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Anthropic cautions that purchasers of Class A shares cannot influence a shareholder vote or board election, “regardless of how they vote.”

Conspicuously missing from the Founder LLC roster is Benjamin Mann, an Anthropic employee since January 2021. The prospectus acknowledges he is “often referred to as a co-founder,” but he does not belong to Founder LLC and therefore has no stake in the company’s 50.1% voting block.

Anthropic itself states that it believes the seven individuals are “distinctly equipped to be stewards of our mission.” Public investors are expected to accept that assertion on trust, as they have no way to alter it regardless of how strongly they vote.

Further revelations in Anthropic’s IPO documentation