The Anthropic logo is displayed on a smartphone with a page on the company’s website about the IPO filing in the background in Creteil, France, October 27, 2026.
Samuel Boivin | Null Photo | Getty Images
Anthropic’s public benefit corporation (PBC) structure raises serious questions for investors ahead of AI Labs’ blockbuster IPO.
Anthropic aims to go public at a valuation of more than $1.5 trillion, making it the first major frontier lab to test the public market’s appetite for AI, potentially at a hefty valuation. The PBC wrapper poses an additional problem, requiring Anthropic to balance its public interest obligations with its standard fiduciary duties as a publicly traded company.
Anthropic’s goal is to “responsibly develop and sustain advanced AI for the long-term benefit of humanity,” according to the S-1 filing.
Other companies operate as PBCs or under similar structures. warby hoodie This is PBC. Patagonia, a privately held company, is registered in California as a similar benefit corporation. When Google went public in 2004, its unofficial motto was “Don’t be evil,” and it was included in its IPO prospectus and code of corporate conduct, although it is not a PBC.
Anthropic has long billed itself as a responsible AI company and has taken steps to police its practices. In 2023, Anthropic established a “long-term benefit trust” to oversee its business practices. The company has also established a “public benefit fund” that holds approximately 847 million Class N shares, representing approximately 5% of its fully diluted stock, as of June 30.
The seven co-founders, including Dario Amodei, have special voting rights through a single Class F share representing 50.1% of the total voting power on matters submitted to shareholder vote. Anthropic said in its filing that it believes these seven individuals “have the distinct ability to manage our mission.”
Anthropic has given himself a long leash to act as he sees fit. Operating as a PBC “gives our board the latitude necessary to balance the financial interests of our stockholders, the best interests of those materially affected by our actions, and the specific public interest objectives we advance,” the company said in its S-1.
‘Good luck’
Legal experts say Anthropic’s PBC structure could create tensions in how it operates.
“A director’s duty is to balance achieving the[public]purpose with achieving the profit. If you ask me what I mean by ‘balance,’ I would say, ‘Good luck,'” said Lawrence Hammermesh, a Delaware corporate lawyer with decades of experience in PBC law.
He added that the PBC Act is ambiguous regarding the keyword “balance”, pointing out that there is no fundamental criterion to distinguish when one interest outweighs the other.
“In normal litigation, it is very difficult to win damages against a director who has made a mistake and caused damage to the company,” he said. “It’s doubly difficult to do that in a public interest corporation. You also have to have the excuse of, ‘Hey, I’m doing this to further a stated public interest.’
How Anthropic handles AI safety is a key risk. Anthropic has been at the forefront of sounding the alarm on rapidly advancing AI, outlining the vast risks in S-1. The company is restricting access to some models it deems too dangerous for public release. These practices are likely to continue, even if it comes at the expense of sales and profit growth.
Anthropic will also need to balance PBC’s mission with shareholder interests as it continues to raise capital. The company has multiple stock classes with varying degrees of control, ownership, and voting rights. John Coates, a professor of law and economics at Harvard Law School, said investors typically demand more money in situations where their share-per-vote control is diluted.
“If a company needs to continue raising capital for the foreseeable future, as seems to be the case with Anthropic, the company will understand that it needs to look out for the interests of its investors for much of that future,” he said in an email to CNBC. The structure of the PBC “adds new uncertainty to how this investment will be developed.”
wall street view
Analysts say investors should not gloss over PBC’s structure.
“It’s interesting to read that right away on the S-1,” said Gil Luria, DA Davidson’s director of technical research. “There’s a quote about the goal of not trading stock prices above the value of the company. Then they talk about things that aren’t profit maximization, like promising Claude not to run any ads… So they led this, and that’s important.”
Evercore ISI analyst Mark Mahaney said in a note Monday that Anthropic’s PBC status would also limit shareholder control over the company’s operations.
“Governance limits the influence of shareholders. As a public benefit corporation, the board must weigh its mission against its interests. An independent trust selects the majority of the directors, and the co-founders control 50.1% of the votes,” he said.
To be sure, Anthropic could change or eliminate its PBC status, and there is precedent for doing so. For example, Allbirds, a shoe manufacturer turned AI company, removed its PBC designation in June as part of a reorganization.
Additionally, the industrial structure of the AI sector is not yet established, so investors should be prepared for further changes as technology advances. Some industry leaders are advocating for major mergers and innovative public-private partnerships, and U.S. authorities are considering ways to audit the technology and introduce development standards.
“We’re working on this today,” Director of National Intelligence Jay Clayton told CNBC last week. “This is the issue at hand.”
