Anthropic filed on Monday to go public on the Nasdaq using the ticker symbol ANT. Although the public will soon be able to buy ANT and exercise one vote per share, no one will be able to outvote CEO Dario Amodei and six other people who will have 50.1% voting power over the company.
The Claude AI maker’s prospectus explains that seven people are members of Founder LLC, which will own a single share of Anthropic’s so-called Class F common stock at the IPO. Class F stock casts 50.1% of the vote on general stockholder matters.
The filing names these seven people: Dario Amodei, his sister Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Christopher Olah.
Reuters reported the existence of Founder LLC in September, but the prospectus formally reiterates its majority voting control.
As if seven was not already concerningly small, it is technically possible for as few as four people to control voting power over Anthropic. Indeed, Founder LLC votes; however, a majority of its members choose, so any four of its seven members control the vote of its single Class F share.
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Anthropic warns that Class A buyers cannot swing a stockholder vote or a director election “regardless of how they vote.”
Notably absent from the list of Founder LLC members is Benjamin Mann, who has worked at Anthropic since January 2021. The prospectus concedes he is “often referred to as a co-founder,” yet he is not a Founder LLC member, so he has no participation in Anthropic’s 50.1% voting power.
Anthropic, for its part, says it believes the seven are “distinctly equipped to be stewards of our mission.” Public shareholders will be asked to take that on faith, since they cannot change it no matter how fervently they vote.
More surprising details from Anthropic’s IPO filing
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