Anthropic Founders Can Name Secret Successors

Anthropic is offering the public a chance to buy a stake in its business, but no say in who inherits its founders’ voting power, or even the right to see who they are. Contained in the AI giant’s IPO filing is an elaborate and somewhat unusual succession plan: confidential lists of people who could take over its founders’ powerful voting roles.

According to a filed Anthropic Founders, LLC agreement attached to the company’s S1, each founder can nominate a ranked list of up to 10 successors, subject to approval from five of the other six cofounders, who will take over their votes.

Succession provisions are common at founder-controlled companies: for instance, Facebook’s IPO specified a successor designated by Mark Zuckerberg.

Three features of Anthropic’s are not. The list of heirs is confidential. It is ranked, so the order of succession is fixed in advance. The board’s governance committee can demand that the founders reconsider their choices, but it cannot veto an approved list.

This founder-designated control over the company is enacted through the five types of shares that Anthropic is offering: A, E, F, N and T. When the company IPOs, the public will be allowed to buy class A shares. The Class F shares, which are what the succession plans refer to, give 50.1% of the voting power on general shareholder matters to the founders, and are designed to preserve their power even as the founders sell or donate their financial stakes in the company, effectively separating control over the company from ownership in the company’s economic value. (The voting majority doesn’t give the founders sole control over Anthropic’s board; that power is for the Long Term Benefit Trust, established to safeguard Anthropic’s public benefit mission.)

Those qualifying through Anthropic must have held technical, compliance, policy or Anthropic Institute roles, or another role approved by the board and a majority of the other LLC members. Outside candidates must have served at a senior level.