At Anthropic, "F" now stands for "Founder."
Anthropic unveiled a new Class F common stock in its initial public offering prospectus on Monday, giving its seven co-founders majority control of the artificial-intelligence company.
A new limited liability company called Founder LLC will control a single Class F share that equals 50.1% of total voting power. Founder LLC's sole members are the company's founders, who will "generally" decide how to vote based on their own majority agreement. The change will be official immediately before the IPO, which is expected to happen next month.
"We believe that our seven co-founders [...], as a group, are distinctly equipped to be stewards of our mission," the company said in the prospectus.
Anthropic's founders are CEO Dario Amodei and President Daniela Amodei, who are siblings, along with Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish, and Chris Olah. The group left OpenAI to found Anthropic in January 2021.
New public companies, particularly in the tech industry, often opt for dual-class share structures that keep their founders in charge. The trend picked up steam about a decade ago as personality-driven companies became more prevalent, says Eric Talley, a professor at Columbia Law School.
SpaceX has special voting shares that give Elon Musk supermajority voting power despite owning just 10% of SpaceX's Class A common stock. Mark Zuckerberg has a similar arrangement at Meta Platforms.
In Anthropic's case, the structure is more oligarchy than monarchy, with the seven founders forming a kind of council of equals. The Founder LLC gets one 50.1% vote regardless of whether its decision is unanimous or a four-to-three split.
The setup is similar to that of Palantir Technologies, which gives co-founders Alex Karp, Peter Thiel, and Stephen Cohen 49.99% voting power.
Anthropic's Class F shares will prevent activist investors from accumulating enough voting power to take over the business, though that would be difficult already for a company of Anthropic's size. Activists may, however, try to win over a majority of the members of Founder LLC if any disagreements start to come out publicly, says Talley.
Disagreements haven't been an issue to this point. The founders "self-selected" in leaving OpenAI six years ago, and they are still together now, notes Michael Monaghan, portfolio manager at Founder ETFs, which manages a fund of founder-led stocks. That consistency is against the norm in the AI industry.
"This is a group that seems to have worked pretty well together and doesn't seem to have too many disagreements," Monaghan says.
Corrections & Amplifications: Michael Mongahan is a portfolio manager at Founder ETFs. An earlier version of this article misidentified the firm.
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