Anthropic's IPO Shadow: A Secret Trust Controls Its Board — and Investors Can't Read the Rules

As Anthropic courts public-market investors ahead of what could be a roughly $2 trillion IPO, a little-scrutinized governance structure sits at the heart of the company: the Long-Term Benefit Trust, a private body whose governing documents have never been made public. The trust can appoint four of Anthropic's seven board members and remove them without cause — giving it effective control over the company's direction even as outside shareholders pour in money.

The trust's current members include former Federal Reserve Chairman Ben Bernanke and chair Neil Buddy Shah, who leads the Clinton Health Access Initiative. Trustees hold no Anthropic equity and receive no share of profits, compensated only for their time. Their mandate is broadly defined as steering AI development for humanity's long-term benefit. Anthropic must give trustees five days' notice before taking major corporate actions — issuing significant debt, selling half or more of the company, or transferring control of any AI model above thresholds that Anthropic's own board quietly resets each quarter. Some legal scholars argue that notice window, combined with the trust's power to swap out board members, functions as a de facto veto.

Anthropid is structured as a public-benefit corporation, a legal form that has grown from three publicly traded examples in mid-2020 to 17 by 2024. Fellow PBCs include Warby Parker (roughly $3 billion market cap) and Veeva Systems (around $50 billion). Rival OpenAI is also a PBC but is controlled by a nonprofit foundation rather than a trust. University of Texas law professor Jens Dammann, who studies PBCs, notes the trust structure exists precisely because shareholder financial incentives can quietly erode a mission-driven company's stated purpose over time — a risk Anthropic explicitly acknowledges.

For would-be public investors, the governance math is stark. Eliminating or weakening the trust requires its own consent plus either three-quarters of the board or shareholder supermajorities of up to 85%. Anthropic's website vaguely references a mechanism allowing sufficiently large shareholder supermajorities to override the trust without trustee approval, but the company hasn't specified the threshold, and its most recent certificate of incorporation contains no such mechanism. University of Colorado law professor Ann Lipton notes bluntly that without significant changes, public shareholders will hold very few governance rights. Whether that deters investors remains to be seen — Anthropic has been gauging appetite for an offering that could raise as much as $100 billion.