Anthropic 拟议上市后的董事会控制权安排浮现

TechCrunch published a piece. Anthropic’s IPO will leave public shareholders with almost no say over who sits on its board. Its Long-Term Benefit Trust, whose members include Ben Bernanke, holds Class T stock that elects and removes a majority of directors. The 7 cofounders jointly hold another share class giving a majority of them 50.1% of shareholder votes and 3 board seats. The board’s nominating committee can still check the trust by blocking its choice or no-cause removal of 1 “Specified” director and sending that decision to an employee vote. That clause formalizes the staff leverage that forced OpenAI’s board to reinstate Sam Altman after firing him in 2023. Founder control can end by choice 10 years after the listing, or automatically once fewer than 3 founders remain. The trust survives until 85% of common shareholders vote it out or it quits with board approval. Investors are therefore buying a company whose control shifts among founders, trustees and employees, and any founder split would hand common shareholders more weight than expected.