Voting control is the price Anthropic’s founders are asking shareholders to approve before the company sells a single share to the public. On Thursday 24 September 2026, The Information reported that Anthropic wants to give chief executive Dario Amodei and his six co-founders a special class of stock carrying a combined 50.1% of the votes on most corporate matters. The design copies a founder-control structure first used by Palantir, and it would stay in force as long as at least three of the seven co-founders keep a minimum number of shares.
The voting control plan is not a surprise in outline. In August, the same publication reported that Anthropic was preparing super-voting shares for its founders. What is new is the number, the collective structure, and the carve-outs. The founders would not control elections to Anthropic’s board, which stay with the company’s Long-Term Benefit Trust. Employees would get their own class of stock to act as a tie-breaker on some issues. For anyone weighing the Anthropic IPO, those details decide who actually runs the company after listing day.
This article explains the reported voting control plan and how it fits Anthropic’s existing governance. It compares the plan with the Palantir template it borrows from, and explains why 50.1% crosses a line that Palantir’s 49.999999% deliberately stops short of. It also looks at what public investors give up, where the plan sits in a year of record dual-class listings, and what businesses that depend on Claude should take from it. Our earlier coverage of the Nasdaq listing decision and the anchor investor talks with Nvidia covers the rest of the offering.
Table of contents
- What The Information Reported About Anthropic’s Voting Control Plan
- How Anthropic Is Governed Today, Before Any Voting Control Change
- The Palantir Template Behind the Voting Control Proposal
- Why 50.1% Is Not 49.999999%: The Voting Control Line Anthropic Crosses
- Why Anthropic’s Founders Want Voting Control
- Four Layers of Voting Control After an Anthropic IPO
- From Super-Voting Shares to 50.1%: The Voting Control Timeline
- How Dual-Class Voting Control Has Spread Across US Listings
- What Public Investors Give Up Under Founder Voting Control
- The Case For and Against Founder Voting Control at an AI Lab
- What Anthropic’s Voting Control Means for Businesses That Use Claude
- What to Watch Before the Listing
- Frequently Asked Questions About Anthropic’s Voting Control Plan
- References
What The Information Reported About Anthropic's Voting Control Plan
The original report is behind The Information’s paywall, and Anthropic has not commented. The details below come from Reuters’ summary, from the Economic Times’ longer rewrite of Reuters, and from other outlets that read the report. They agree on every number, and they differ only on how the IPO timetable is described.
The 50.1% figure and who gets it
Anthropic is asking its existing shareholders to approve a new corporate structure that would give Amodei and his six co-founders a special class of shares. Together, those shares would carry 50.1% of the voting power on most corporate matters. The shares carry no extra economic rights, so the founders would not receive a larger share of profits or sale proceeds. What they gain is voting control, not money.
Proactive Investors, summarising the report, said the co-founders would hold the special voting stock through a separate limited liability company. That detail matters. It means the seven vote as a bloc through one vehicle, rather than each founder holding an individual block that could split in a disagreement.
The three-of-seven condition
The structure would apply as long as three of the seven co-founders retain a minimum number of shares in the company. The reports do not say what that minimum is. It is the equivalent of Palantir’s “Ownership Threshold”, which we look at below. In practice it means founder voting control survives the departure, or the share sales, of up to four of the seven, provided three stay invested.
What is carved out: the board
The founders’ majority would not extend to electing Anthropic’s board. The Economic Times, citing the Reuters account of the report, called this “one significant exception to the founders’ control”. Anthropic’s board has seven seats, one of which is vacant. The Long-Term Benefit Trust would keep its power to appoint a majority of those seats, while the co-founders’ allotment would rise from two seats to three, according to Investing.com’s account of the report.
An employee tie-breaker class
The company also plans to issue a separate class of stock to employees that would serve as tie-breaking votes on some corporate issues. None of the reports explains which issues, how the employee votes would be counted, or who among the staff would hold the shares. It is the least conventional part of the reported voting control design.
| Element | What was reported | Where it comes from |
|---|---|---|
| Founder voting power | Combined 50.1% on most corporate matters | The Information, via Reuters |
| Holding vehicle | A separate limited liability company | The Information, via Proactive and Investing.com |
| Survival condition | At least three of seven co-founders keep a minimum stake | The Information, via Reuters |
| Board elections | Excluded; trust keeps a board majority | The Information, via Economic Times |
| Founder board seats | Rise from two to three of seven | The Information, via Investing.com |
| Employee class | Tie-breaker votes on some issues | The Information, via Reuters |
| Economic rights | None beyond ordinary shares | The Information, via Proactive |
| Status | Shareholders are being asked to approve it | The Information, via Reuters |
How Anthropic Is Governed Today, Before Any Voting Control Change
The voting control proposal is being layered onto a governance structure that was already unusual. Three pieces matter: the company’s legal form, its trust, and its board.
A public benefit corporation
Anthropic is a Delaware public benefit corporation. Its stated purpose is “the responsible development and maintenance of advanced AI for the long-term benefit of humanity”. Delaware law lets the directors of such a company balance shareholders’ financial interests against that public benefit and against the interests of people materially affected by the company’s conduct. A normal Delaware company’s directors do not have that latitude in the same explicit form.
The Long-Term Benefit Trust and Class T stock
In September 2023, Anthropic described its Long-Term Benefit Trust as “an independent body of five financially disinterested members with an authority to select and remove a portion of our Board that will grow over time (ultimately, a majority of our Board)”. The trust holds a special class of stock, known as Class T, that carries board-election rights but no economic value.
The trust has shrunk. Anthropic’s company page now lists three trustees: Neil Buddy Shah, Richard Fontaine and Ben Bernanke, the former Federal Reserve chair, who joined in July. Tech Times reported in August that Mariano-Florentino Cuéllar had stepped down as a trustee on 4 August to become Anthropic’s first chief global affairs officer, and that the trust was seeking a successor.
A seven-seat board with one empty chair
The same company page lists six directors: Dario Amodei, Daniela Amodei, Yasmin Razavi, Reed Hastings, Chris Liddell and Vas Narasimhan. With seven seats, that leaves the vacancy the reports mention. Two of the six are co-founders, which matches the reported current founder allotment of two seats.
| Body | Members today | Role under the reported plan |
|---|---|---|
| Board of directors | Six of seven seats filled, one vacant | Trust appoints a majority; founder seats rise to three |
| Long-Term Benefit Trust | Three trustees: Shah, Fontaine, Bernanke | Keeps board-appointment power |
| Co-founders | Seven, two of them on the board | 50.1% of votes on most other matters |
| Employees | Not a voting bloc today | New tie-breaker class on some issues |
| Other shareholders | Venture and strategic investors | Asked to approve the change; minority votes after it |
The Palantir Template Behind the Voting Control Proposal
Every report on the voting control plan names Palantir, the software company co-founded by Peter Thiel, Alexander Karp and Stephen Cohen. Palantir’s structure is the best documented example of collective founder voting control in a US listed company, and its annual report explains it in detail.
How Palantir’s Class F stock works
Palantir has three classes of common stock. Its 10-K for 2025 says Class A shares carry one vote each and Class B shares carry ten. The Class F shares carry a variable number of votes. As long as the founders meet an ownership test, the Class F votes adjust so that the founders’ total voting power equals exactly 49.999999% on any matter, including the election of directors.
The founders’ shares that count toward that total are held under a voting agreement with Wilmington Trust. Palantir’s filing says the shares covered by the agreement are voted “in accordance with the decision of a majority in number of the Founders”. That is the collective element Anthropic is reported to be copying.
The 49.999999% ceiling
The Palantir number is chosen with care. It is a hair under half. Palantir’s 10-K says the company is “currently not considered to be a ‘controlled company'” under Nasdaq’s rules, which apply to a company where more than 50% of the voting power is held by an individual, group or another company. Stopping at 49.999999% keeps Palantir on the ordinary side of that line.
In practice, Palantir’s founders still control most outcomes. With 49.999999% of the votes fixed, they need only a sliver of other shareholders to win any vote, and the 10-K acknowledges that the founders “will effectively control all matters submitted to the stockholders for the foreseeable future”.
The ownership threshold
Palantir’s founders keep their Class F voting power as long as they collectively hold 100,000,000 “Corporation Equity Securities”. The 10-K compares that with 2,391,191,826 shares of common stock outstanding at 31 December 2025. On those figures, the founders need to hold roughly 4.2% of the share count to keep close to half the votes.
The comparison shows why founders like the structure. The gap between the votes they hold and the shares they must keep is very wide. Anthropic’s version replaces Palantir’s share count with a headcount test: three of seven founders must keep a minimum stake, whose size has not been reported.
Why 50.1% Is Not 49.999999%: The Voting Control Line Anthropic Crosses
Proactive Investors noted that Palantir’s founders “stop just short of 50%”, so Anthropic’s version “would go a step further”. The difference is 0.100001 percentage points of voting power. It sounds trivial. Legally, it is the difference between a founder group that almost controls the company and one that does, on the matters it covers.
Nasdaq’s controlled-company test
Anthropic has reportedly chosen Nasdaq for its listing. Under Nasdaq’s rules, a listed company is a “controlled company” when more than 50% of the voting power for the election of directors is held by an individual, a group or another company. A controlled company can opt out of several governance standards, including the requirement for a majority of independent directors and for fully independent compensation and nominating committees.
Here the board carve-out becomes important. The reported founder majority covers “most corporate matters” but not board elections. On the reported design, the founders’ 50.1% would not obviously count toward the test Nasdaq actually uses, because the test is about the vote for directors. Whether Anthropic ends up as a controlled company will depend on how its prospectus allocates director-election votes between the trust, the founders and everyone else.
Delaware’s new definition of a controlling stockholder
Delaware amended its corporate law in 2025 to define a “controlling stockholder” for the purposes of reviewing conflicted transactions. Under section 144 of the Delaware General Corporation Law, a controlling stockholder is a person, with affiliates and associates, who owns or controls “a majority in voting power of the outstanding stock of the corporation entitled to vote generally in the election of directors”. It also covers someone who can cause the election of a board majority, or who holds at least one-third of director-election voting power together with managerial authority.
Again, the test turns on director elections. A group holding 50.1% on most matters but not on the board vote may or may not qualify, depending on how many director-election votes the founders’ shares carry. That is not a technicality. Transactions with a controlling stockholder face stricter review in Delaware, and investors care whether the founders’ voting control brings that scrutiny with it.
Why the board carve-out matters
The carve-out also defines what the founders can and cannot do. They could decide most shareholder votes, such as charter amendments that do not need a separate class vote, approvals of mergers, and changes to equity plans, subject to the detailed terms. They could not replace the board on their own. The trust could. That splits power over the company between two small groups: seven founders on shareholder matters, and three trustees on who sits in the boardroom.
| Test | What it counts | Palantir founders | Anthropic founders, as reported |
|---|---|---|---|
| Headline voting power | Votes on shareholder matters | 49.999999% | 50.1% |
| Includes director elections | Board vote | Yes | No, trust keeps a board majority |
| Nasdaq controlled company | Over 50% of director-election votes | No, says Palantir | Depends on unreported details |
| Delaware controlling stockholder | Majority of director-election votes, or one-third plus managerial authority | Not stated in the 10-K | Depends on unreported details |
| Survival test | Condition to keep the votes | 100 million equity securities | Three of seven keep a minimum stake |
Why Anthropic's Founders Want Voting Control
The reports give three reasons, and none of them is new. What makes Anthropic unusual is how small the founders’ economic stakes have become relative to the company’s size.
Small individual stakes
Tech Times reported in August, citing The Information, that Amodei owns roughly 2% of Anthropic. Anthropic has raised money repeatedly at rising valuations: $183 billion in its Series F in September 2025, $380 billion in its Series G in February 2026 and $965 billion after a $65 billion Series H in May. Each round diluted the founders. At the roughly $2 trillion valuation Anthropic is reported to be targeting, a 2% stake would still be worth about $40 billion, but it would carry only 2% of the votes under a one-share-one-vote structure.
The 80% giving pledge
Investing.com and Proactive both noted that the founder shares carry no additional economic interest, which fits with the founders’ public pledges to give away 80% of their personal wealth. That point cuts both ways. It means the founders are not using voting control to capture more money. It also means their economic stakes will shrink further as they give shares away, making the gap between votes and ownership wider over time.
Mission protection versus accountability
The stated rationale, in Investing.com’s words, is to insulate the founding group “from prospective public market pressure while preserving the company’s mission-driven mandate”. Anthropic’s founders left OpenAI in 2021 partly over how a frontier lab should balance commercial pressure against safety. Voting control is a way to make sure that, after a listing, a hedge fund with 5% of the stock cannot force a change of course by winning a proxy fight.
The counter-argument is accountability. Investors who put up almost all of the capital would have limited say over how it is used. Voting control that lasts indefinitely also protects founders from shareholders when their judgment is wrong, not just when the market is short-sighted.
Four Layers of Voting Control After an Anthropic IPO
The simplest way to understand the reported voting control plan is to map who would decide what. There are four layers, and they do not all point the same way.
| Layer | Who | What it would decide | How it could change |
|---|---|---|---|
| Trust | Three trustees today, one seat to fill | Appoints a majority of the board | Trust agreement and charter terms |
| Founders | Seven co-founders, voting through one LLC | 50.1% on most shareholder matters | Lapses if fewer than three keep a minimum stake |
| Employees | A new staff class | Tie-breaker on some issues | Terms not yet reported |
| Public and existing investors | Venture, strategic and IPO buyers | The rest of the vote; economic ownership | Can sell, but cannot outvote the founders on most matters |
Layer 1: the trust
The trust’s power is over people, not proposals. It picks most of the board, and the board picks and oversees the chief executive. Because the founders cannot outvote the trust on directors, a board majority chosen by three trustees could in principle overrule the founders’ management decisions. Anthropic’s 2023 post said it did not expect the trust to intervene in day-to-day decisions.
Layer 2: the founders’ LLC
The founders’ power is over shareholder votes. They would decide the outcome of most matters that go to shareholders, and because they vote as one bloc through a single company, they cannot easily be split. Their voting control ends only if fewer than three of them keep the required stake.
Layer 3: employees
The employee tie-breaker class is the wild card. It suggests a design in which some votes could deadlock, perhaps where the founders and the trust disagree, and staff decide. Until the prospectus sets out the rules, this layer is impossible to assess.
Layer 4: public shareholders
Public investors would own most of the economic value and hold the rest of the vote. They would be able to sell, sue under Delaware law, and vote on matters where a class vote is required. They would not be able to change the board or win most contested shareholder votes on their own.
From Super-Voting Shares to 50.1%: The Voting Control Timeline
The 50.1% figure is the second stage of a plan that has been visible for more than a month. The timeline also shows how close the proposal is to the listing.
| Date | Event |
|---|---|
| 19 September 2023 | Anthropic announces the Long-Term Benefit Trust, with five trustees |
| May 2026 | Series H: $65 billion raised at a $965 billion post-money valuation |
| 1 June 2026 | Confidential draft registration statement submitted to the SEC |
| July 2026 | Ben Bernanke joins the trust |
| 4 August 2026 | A trustee steps down to become chief global affairs officer, leaving three |
| 18 August 2026 | The Information reports plans for founder super-voting shares |
| 13 September 2026 | Business Insider reports that Anthropic has chosen Nasdaq |
| 24 September 2026 | The Information reports the 50.1% Palantir-style design |
| Late October or November 2026 | Expected listing, according to the reports |
| 3 November 2026 | US midterm elections |
The shareholder approval now being sought is the step that turns a plan into a charter. Once the new share classes exist, Anthropic’s public filing will have to describe them in full, including the minimum stake, the employee class rules and any sunset date. The Securities and Exchange Commission requires the registration statement to be public at least 15 days before the roadshow, so those details should surface a few weeks before any listing.
How Dual-Class Voting Control Has Spread Across US Listings
Anthropic would not be an outlier in having unequal votes. It would be joining a trend that institutional investors have been fighting for years, and 2026 is the strongest year for that trend on record.
The 2026 numbers
The Council of Institutional Investors, which represents pension funds and other asset owners, tracks every US listing worth more than $200 million. Its first-half 2026 review found 69 newly public operating companies between January and June, of which 25 had unequal voting rights. Only 64% of new listings had equal voting rights, which CII says is the lowest share since it began tracking in 2017.
The mix varies by route to market. In the first half of 2026, CII counted unequal voting rights at 57% of direct listings, 36% of de-SPAC mergers and 33% of traditional IPOs.
SpaceX and Cerebras set the tone
The biggest listings of the year have gone the same way. CII’s list of first-half 2026 companies with unequal votes and no time-based sunset includes Space Exploration Technologies, whose June listing was the largest of the year, and Cerebras Systems, the AI chip maker. An Anthropic listing with founder voting control would sit alongside both, and on the same exchange in SpaceX’s case.
Sunsets: the investor ask Anthropic has not answered
CII’s position is that unequal voting structures should expire. “We think seven or fewer years post-IPO is sensible,” its dual-class page says, citing research that the valuation premium of dual-class companies fades to a discount after about seven years. In 2025, CII’s full-year review recorded time-based sunsets at eight newly public companies, including a seven-year sunset at CoreWeave, the GPU cloud provider. None of the reports on Anthropic’s plan mentions a sunset. The three-of-seven condition is a kind of expiry, but it depends on the founders’ own share sales rather than the calendar.
What Public Investors Give Up Under Founder Voting Control
For buyers of an Anthropic IPO, the practical question is what founder voting control changes about the shares they would hold.
Economic rights are unchanged
On the reported terms, every share would share equally in dividends and sale proceeds, because the founder class carries no extra economic interest. An investor buying 1% of the company’s equity would own 1% of its value. The plan affects voting control, not the split of profits.
What public shareholders cannot do
Public shareholders would lose the ability to force change through the vote. They could not replace the board without the trust, and they could not outvote the founders on most shareholder matters. Activist investors, who usually build a stake and threaten a proxy contest, would have little leverage. Takeover bids that the founders oppose would face a near-certain defeat at a shareholder vote.
The index question
Whether index funds must buy the shares is a separate matter, and our Nasdaq listing analysis covers the Nasdaq-100 fast-entry rule in detail. Index providers have taken different views of multi-class companies over the years, and a new class structure gives them one more feature to assess. For the largest funds, the voting control terms will matter less than the size of the free float.
| Shareholder right | One share, one vote company | Anthropic under the reported plan |
|---|---|---|
| Share of profits and sale proceeds | Pro rata | Pro rata, unchanged |
| Elect the board | Majority of shares | Trust appoints the majority |
| Win most shareholder votes | Majority of shares | Founders hold 50.1% |
| Proxy contest leverage | Real | Very limited |
| Takeover without founder support | Possible | Very unlikely to pass a vote |
| Delaware fiduciary protections | Yes | Yes, as a public benefit corporation |
The Case For and Against Founder Voting Control at an AI Lab
The voting control debate is old, but Anthropic’s business raises it in a new form. The same arguments apply with more force when the company says its product may carry catastrophic risks.
The case for
Supporters argue that a frontier AI lab should not be run to maximise the next quarter’s earnings. If a model needs another six months of safety testing, or a lucrative contract should be refused, a board and founders insulated from short-term shareholders can make that call. Anthropic’s founders have built their public reputations on that kind of judgment. Voting control, combined with a trust whose members have no financial stake, is designed to keep that judgment in charge after the company answers to public markets.
The case against
Critics argue that concentrated voting control removes the check that shareholders provide on mistakes. Seven founders, three trustees and an unknown employee class would together decide almost everything, with the owners of most of the capital unable to intervene. CII’s research suggests that such structures tend to cost shareholders value after about seven years. There is also a governance risk in the trust’s size. A three-member body with one vacancy holds decisive power over the board.
Our view is that the design is coherent but incomplete. The split between founder votes and trust board appointments is a deliberate check. The missing pieces are a sunset, the size of the minimum stake, and the rules for the employee class. Investors should expect all three in the prospectus, and the absence of a sunset would be the most telling.
What Anthropic's Voting Control Means for Businesses That Use Claude
Most businesses will never buy Anthropic shares. Many rely on Claude through the API, through Amazon Bedrock or Google Cloud, or inside products they license. For them, governance is a supplier-risk question rather than an investment one.
Continuity of product direction
Founder voting control makes Anthropic’s direction harder to change from outside. For customers, that is mostly reassuring. Policies on data use, safety commitments and product priorities are less likely to swing because a new shareholder bloc demands higher margins. The flip side is that customers have no lever either. If Anthropic’s leadership makes decisions a customer dislikes, public shareholder pressure will not reverse them.
Governance questions to ask any AI supplier
The Anthropic plan is a reminder that AI suppliers are governed in very different ways, from founder-controlled labs to units inside large platforms. A structured vendor management review should treat governance as part of the risk file, alongside security and pricing. Our IT governance team uses questions like these.
| Question for an AI supplier | Why it matters |
|---|---|
| Who can change the company’s direction? | Voting control decides whether policies can shift quickly |
| Is there an independent body with board powers? | Trusts and similar bodies can override management |
| What are the sunset or survival conditions? | Control structures can change on a date or an event |
| How concentrated is the supplier’s own customer and funding base? | Concentration can force decisions governance cannot stop |
| What happens to your contract on a change of control? | Termination rights protect you if ownership shifts |
What to Watch Before the Listing
Several documents and dates over the next few weeks will settle the open questions in the voting control plan.
The shareholder vote
Anthropic’s existing investors, including Amazon and Alphabet, are being asked to approve the new voting control structure. The reports do not describe any opposition, and large strategic investors have already accepted the trust’s board powers. A clean approval would suggest the structure is settled.
The prospectus description of voting control
The public registration statement will have to set out every class of stock, the votes each carries, the minimum founder stake, the employee class rules and the risk factors. It will also say whether Anthropic considers itself a controlled company under Nasdaq’s rules.
A sunset clause, or its absence
The most important single term is whether the founder voting control ends on a fixed date. A seven-year sunset would bring the plan in line with CII’s position and with CoreWeave’s structure. No sunset would put Anthropic alongside SpaceX and Cerebras on CII’s list of greatest concern.
The trust vacancy
The trust has three members and was seeking a fourth, according to Tech Times. Filling that seat before listing would strengthen the body that holds the board majority. It would also show whether the trust is growing back towards the five members Anthropic described in 2023.
Frequently Asked Questions About Anthropic's Voting Control Plan
What is Anthropic proposing?
According to The Information, Anthropic is asking shareholders to approve a special class of shares that would give Dario Amodei and his six co-founders a combined 50.1% of the votes on most corporate matters, held through a separate LLC, as long as three of the seven keep a minimum stake.
Does it give the founders control of the board?
No. Board elections are carved out. The Long-Term Benefit Trust would keep its power to appoint a majority of the seven-seat board, and the founders’ allotment would rise from two seats to three.
How is it different from Palantir’s structure?
Palantir’s founders hold exactly 49.999999% of the votes, including in director elections, and Palantir says it is not a controlled company. Anthropic’s founders would hold 50.1% on most matters but not on the board vote.
Do the founders get more of the profits?
No. The founder shares reportedly carry no additional economic rights. The change is about voting control only.
Will Anthropic be a controlled company under Nasdaq’s rules?
It depends on details that have not been reported. Nasdaq’s test counts voting power for the election of directors, and the founders’ majority reportedly excludes board elections.
When will the details be public?
In Anthropic’s public registration statement, which the SEC requires at least 15 days before the IPO roadshow. The listing is expected in late October or November.
References
Anthropic seeks 50.1% voting control for cofounders ahead of IPO (Economic Times, via MSN)
Anthropic IPO buyers get no board control (Tech Times)
The Long-Term Benefit Trust (Anthropic)
Company, board and trustees (Anthropic)
Palantir Technologies Form 10-K for 2025 (SEC EDGAR)
Delaware General Corporation Law, section 144 (State of Delaware)
Dual-class stock (Council of Institutional Investors)
Newly public operating companies snapshot, January to June 2026 (Council of Institutional Investors)
Newly public operating companies snapshot, 2025 (Council of Institutional Investors)
Anthropic IPO: co-founders push for majority voting power (The News)
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