Anthropic IPO治理安排将50.1%投票权交由创始人控制

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Prospective Anthropic investors better buckle up, because the AI company's seven co-founders are firmly in the driver's seat.

The Amodei siblings — Anthropic CEO Dario Amodei and President Daniela Amodei — along with five others will be the "sole members" of "Founder LLC," a new entity that will hold 50.1% of the voting power of the company's outstanding shares. The structure gives them "the ability to determine the outcome of all matters submitted to a vote of our stockholders generally for the foreseeable future," Anthropic said in its IPO prospectus on Monday.

The arrangement will also limit the power and influence of institutional and retail investors, who will have to put their trust in a small band of artificial intelligence engineers and researchers as the company marches toward a trillion-dollar-plus market cap. Anthropic has long tried to establish itself as the more safety conscious AI lab, and has established a structure designed to give its founders the ability to preserve that long-term mission, even as it enters the world of quarterly financial reports.

"Our governance structure is likely to have the effect of limiting the likelihood of an unsolicited merger proposal, unsolicited tender offer, or proxy contest for the removal of directors," Anthropic said in the filing. "As a result, our governance structure may make it more difficult to replace our directors and management and may have the effect of depriving our stockholders of an opportunity to sell their shares at a premium over prevailing market prices."

Anthropic outlined what it described as a "novel capital and corporate governance structure" that has "no direct public company precedent."

It's another layer of complexity for investors to consider as they pore over the company's prospectus, which includes more than 90 pages of risk factors. Anthropic highlighted a number of political challenges, data center moratoriums and the company's effort to balance safety and commercial objectives as potential risks.

For some investors, founder control is a defining characteristic of generational tech companies.

Byron Deeter, a partner at Bessemer Venture Partners, told CNBC Monday that "when you have great leadership," investors are often comfortable giving early management and founders governance into the public market. Bessemer backed Anthropic at a $14 billion valuation, and Deeter said it's the biggest investment on a cost basis in the firm's 116-year history.

"There are some unusual elements to these things when they occur, but for category-defining, industry-defining opportunities, you want teams to be able to think long term," Deeter told CNBC's "Squawk on the Street" on Monday. "And there are a lot of benefits to being able to do that so teams can focus on true innovation, and not be month-to-month, or even quarter-to-quarter."

Aside from the Amodeis, Anthropic's founding team includes Tom Brown, chief compute officer; Jack Clark, head of the Anthropic Institute; Jared Kaplan, chief science officer, Sam McCandlish, chief architect; and Christopher Olah, head of interpretability research efforts.

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Anthropic is incorporated as a public benefit corporation under Delaware law, which means it's required to balance the financial interest of stockholders, the best interests of those affected by its conduct and its "Company Purpose," which is to facilitate the "responsible development and maintenance of advanced AI for the long-term benefit of humanity."

In addition, Anthropic introduced an independent governance body called the "Long-Term Benefit Trust" in 2023, which has the authority to elect and remove the majority of the company's board of directors. The LTBT will exercise that authority using a special class of common stock, Class T common stock, which "does not otherwise have voting rights on matters submitted to stockholders generally," according to the prospectus.

The LTBT currently includes Christopher Stubbs, an experimental physicist, Ben Bernanke, the former chair of the Federal Reserve, Neil Buddy Shah, CEO of the Clinton Health Access Initiative, and Richard Fontaine, a national security expert. All the trustees are "financially disinterested" from Anthropic, according to the filing.

Anthropic is considered a "controlled company," according to Nasdaq Global Select Market corporate governance requirements, because the LTBT has the authority to elect the majority of its board. Anthropic said it plans to list on the Nasdaq under ticker symbol "ANT."

SpaceX, which went public in June in the biggest IPO ever, is also a controlled company, because CEO Elon Musk maintains the majority of voting power.

Anthropic's co-founders will have the authority to elect the company's remaining board members through their capacity within Founder LLC. The company said Monday that it believes its co-founders are "distinctly equipped to be stewards of our mission."

Anthropic said Founder LLC's and its LTBT voting power are "not derived from or proportionate to economic interests" in the company, and won't be diluted or otherwise reduced. The company said its capital structure will concentrate voting power within these two entities for "the foreseeable future."

"Moreover, the LTBT, Founder LLC, and our individual co-founders may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests," Anthropic said.

WATCH: Anthropic discloses risk factors in new S-1: Here’s what you need to know

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