Some time ago I expected DAO governance to mature with time to traditional corporate governance. It seems that traditional corporate governance is maturing to DAO governance instead. ;)
Anthropic is about to sell the public a trillion-dollar company controlled by 2 shares worth less than a penny.
And the people buying it will have almost no way to change anything that happens next.
I read the voting section of Anthropic's IPO filing, and I think it's the most one-sided deal ever offered to regular investors at this size:
There is exactly ONE Class F share. It belongs to an LLC owned by 7 of Anthropic's co-founders, and it carries 50.1% of all the votes.
There is exactly ONE Class T share. It belongs to Anthropic's Long-Term Benefit Trust, and it elects a majority of the board.
If Anthropic were ever liquidated, each of those 2 shares would get its par value of $0.00001.
The public gets Class A shares instead. And Anthropic's own filing says this structure may effectively eliminate their ability to influence important decisions, including a sale of the company.
So here's what that means for anyone who buys:
- They can't replace the board if the company stumbles, because the trust picks the majority and the founders hold half the vote.
- They can't push for a sale, even if someone offers a huge premium.
- They can't stop the board from putting the mission ahead of their money. Anthropic is a public benefit corporation, so the board has to weigh shareholders against the long-term benefit of humanity.
- And they can't easily sue over it. Delaware law requires at least 2% of the shares or $2 million worth of stock to bring that kind of claim.
This isn't some far-off hypothetical either.
The filing warns that slowing AI development for safety may not maximize stockholder value. It also says Anthropic recently paused training a next-generation model for more than a month over safety and security concerns.
A public shareholder would've had zero say in that pause.
And here's the part I can't get past:
Each co-founder has pledged to give 80% of their Anthropic equity to charity. The Class F vote stays at 50.1% no matter how much stock they still own.
So the founders can give away most of their money and keep all of their control.
Dario Amodei told 60 Minutes last year that he's deeply uncomfortable with AI decisions being made by a few companies and a few people. When he was asked who elected him, he said no one.
Now his company's IPO hands 50.1% of the votes to 7 people, and he's one of them.
And guess who's being lined up to buy it?
Anthropic has weighed reserving 15% to 20% of the IPO for individual investors, according to Bloomberg. JPMorgan is leading the US retail push, and Citigroup is handling retail buyers in places like Japan, Britain and Canada.
The same filing warns that AI could pose catastrophic or existential risks to humanity.
So regular people are being asked to buy a company that says its product could threaten humanity, with no real vote on how it's run.
Anthropic's answer is that this is the whole point. The structure is built to keep Wall Street from pressuring it into cutting corners on safety. The trustees have no financial stake in the company. Google and Meta gave their founders control and still made shareholders rich. And every buyer gets all of this in writing before they buy.
But Zuckerberg's control comes from shares he owns, so when Meta's stock falls, he loses money too. Anthropic's 2 control shares can't lose anything.
Anyone buying this IPO is paying full price to hand control to 7 founders and 5 trustees.
They're desperate for money and they don't care about your money.View quoted post on X
