Anthropic's Corporate Structure

This summarizes Anthropic’s current pre-IPO corporate setup and why control rests where it does. The board has seven seats: two elected by common shareholders (Dario and Daniela Amodei), one Electing Preferred Director (Yasmin Razavi) elected by voting preferred shareholders, and four elected by the Long Term Benefit Trust (LTBT) - Reed Hastings, Chris Liddell, Vas Narasimhan, and one vacant seat. The CEO breaks ties on board votes. The board can authorize new stock by simple majority, but anti-dilution provisions trigger for certain issuances unless the Electing Preferred Director approves; other special powers for the EPD likely reside in a non-public Investors’ Rights Agreement. The certificate of incorporation contains a conversion route for class T shares but requires LTBT consent plus supermajorities, so dissolution or conversion of the LTBT’s control likely depends on terms inside the trust itself.

The LTBT holds one class T share (post reverse-split) and is governed by a non-public trust agreement; trustees reportedly serve one-year terms and elect future trustees. The certificate implies the LTBT party to a non-public Voting Agreement and obligates notifying the LTBT of major actions (e.g., transferring a sufficiently capable model or transfers of a majority of shares), suggesting practical veto or influence. Because these controlling documents aren’t public, there is a strong case for publishing the LTBT Trust Agreement and Voting Agreement, especially given Anthropic’s stated public-benefit mission and imminent IPO-related governance amendments.