Unlike typical publicly traded companies, Anthropic employs a Public Interest Corporation (PBC) structure, with its board of directors dominated by a long-term public interest trust. This trust wields broad powers, but its governance documents and agreements with Anthropic are not publicly disclosed.
Core Powers of the Trust:
1. Board Control: Anthropic's board consists of seven members, four of whom can be appointed by the trust or removed without cause. The trust does not have explicit voting rights in many shareholder matters, but exerts influence primarily by controlling a majority of board seats.
2. Trustee Composition: Anthropic initially appointed five trustees, with two seats currently vacant. The trust only needs to consult Anthropic to fill trustee vacancies.
3. Trustee Financial Interests: Anthropic states that the trustees do not hold company shares or share in company profits. The trustees do not directly benefit from the company's significant commercial success.
4. Impact on Significant Corporate Actions: Anthropic must give the trustee five days' notice before issuing debt beyond the norm, selling at least 50% of its equity, or transferring control of a specific high-performance AI model. Legal experts believe that, combined with the trust's power to appoint and remove directors, this could effectively grant veto power.
Why Establish a Trust?
1. Prevent Mission Deviation: Anthropic states that the trust aims to ensure the company adheres to its mission of promoting AI for the benefit of humanity, striking a balance between shareholder economic interests, the interests of other stakeholders, and public welfare goals.
2. Provide Legal Protection: Unlike ordinary companies that typically prioritize shareholder interests, public welfare corporations must balance shareholder interests, the interests of other stakeholders, and their public welfare mission. This structure provides a legal basis for the board's decisions when it sacrifices some business interests to achieve social or environmental goals, reducing the risk of litigation.
Differentiation from Other Tech Companies
1. OpenAI: Both companies use a public welfare corporation structure, but OpenAI is controlled by the OpenAI Foundation, a charitable organization that holds approximately 26% of the company's equity. 1. The Anthropic Trust primarily exercises control through the power to appoint and remove special directors, separating this power from the company's economic interests.
2. Other tech giants: SpaceX ensures Musk retains near-complete control through governance arrangements, while Alphabet and Meta concentrate voting rights through multiple share classes.
3. Impact on investors: Legal experts believe that if Anthropic does not significantly reform its existing structure, public shareholders will have virtually no corporate governance rights in the future.
Can trust powers be modified?
1. Anthropic stated in 2023 that it could modify the trust arrangements even without the trustee's consent, provided it obtained a sufficiently high percentage of shareholder support, but did not disclose the specific percentage or applicable conditions.
2. According to the latest company registration documents, canceling or weakening trust powers requires the trust's own support and, in some cases, the support of three-quarters of the board members or up to 85% of the shareholders.
3. Restrictions on trust powers may also be contained in other documents, including the trust's own governance documents. However, these documents have not yet been made public, and the agreement between the trust and Anthropic has also not been disclosed.
