Can You Control a Company with Just 2% Ownership? Anthropic Plans Dual-Class Shares, Following Tech Giants

Artificial intelligence startup Anthropic is further adjusting its corporate governance structure in preparation for a potential public listing. According to foreign media reports, CEO Dario Amodei and other co-founders may acquire special shares with enhanced voting rights prior to the IPO, enabling the founding team to maintain substantial influence over major company decisions—even if their economic ownership remains relatively low. This move has drawn significant market attention to both Anthropic’s anticipated IPO scale and its governance arrangements.

As reported by The Information, Anthropic is preparing to establish a class of special shares with additional voting power for Amodei and other co-founders, aiming to reduce external shareholder pressure on management after going public. Reuters, citing informed sources, noted that these voting rights arrangements are still in the planning phase, final details have not been confirmed, and the plans could change. Anthropic did not immediately respond to media requests for comment.

This arrangement is particularly important for Anthropic because Amodei reportedly holds only about 2% equity in the company. Compared to many founder-led tech enterprises, this level of ownership is insufficient for the founding team to maintain control over shareholder meetings and major corporate decisions based solely on economic stakes after an IPO. Therefore, if a dual-class or super-voting rights structure is ultimately adopted, founders could retain voting power far exceeding their ownership percentage, even as their equity is significantly diluted through subsequent fundraising rounds.

Dual-class share structures are not uncommon in the tech industry. Meta Platforms (META-US) CEO Mark Zuckerberg maintains approximately 60% voting control through super-voting shares, allowing him to lead the company’s long-term strategy and major decisions without holding all economic interests. SpaceX employs a similar dual-class arrangement, with founder and CEO Elon Musk wielding significant voting power.

For Anthropic, super-voting rights are significant not only for protecting founder control but also tied to the company’s unique governance model. Anthropic operates as a Public Benefit Corporation (PBC), legally required to pursue commercial success while simultaneously advancing social and public interests—diverging from the traditional corporate governance model centered on maximizing shareholder value.

The company currently has a Long-Term Benefit Trust, an independent oversight body composed of non-shareholder trustees whose primary mission is to ensure Anthropic continues fulfilling its public interest mandate. According to reports, Anthropic also plans to preserve the current trustees’ status through another class of special shares and grant these trustees the right to elect a majority of the company’s board of directors.

In other words, Anthropic may establish a multi-layered governance structure post-IPO: founders maintaining managerial influence through super-voting shares, while the Long-Term Benefit Trust preserves oversight of the public interest mission via special shares and director nomination mechanisms. This arrangement could limit the actual influence of ordinary IPO investors over the board and company strategy, even if they hold equity in the company.

Anthropic is currently at a critical stage of IPO preparation. The company secretly filed Form S-1 registration statements with the U.S. Securities and Exchange Commission (SEC) on June 1, officially initiating the regulatory process for its initial public offering. At the time, Anthropic stated that this step provides the option to go public once SEC review is complete, though the IPO remains contingent on market conditions and other factors, with neither the number of shares nor IPO price yet determined.

The timing of the IPO filing is also attracting market attention. Shortly before submitting the S-1, Anthropic completed a Series H funding round totaling $65 billion, achieving a post-money valuation of $96.5 billion. The company said the new capital will be used for frontier research, safety and interpretability research, expanding computing capacity, and further growing the Claude product and partner ecosystem.

Anthropic also announced that Claude’s annualized revenue run rate had already surpassed $47 billion by early May 2026, indicating rapidly accelerating commercialization. This $65 billion funding round was led by investors including Altimeter Capital, Dragoneer, Greenoaks, and Sequoia Capital, with participation from several large institutions and strategic investors.

On the strategic investor front, Amazon.com (AMZN-US) is one of Anthropic’s key collaboration and investment partners. Alphabet (GOOGL-US)(GOOG-US) is also a strategic investor in Anthropic. Funding and cloud computing resources from these major tech firms provide crucial support for Anthropic to rapidly expand its Claude models and AI infrastructure.

Anthropic’s private-market valuation continues to attract strong interest amid rising IPO expectations. After completing Series H in May, the company reached a $96.5 billion valuation, briefly surpassing OpenAI to become one of the highest-valued AI startups. Recent private secondary market transactions have even shown higher valuation levels, but actual tradable shares remain extremely scarce due to limited willingness among existing shareholders to sell.

The market is also watching whether Anthropic could become one of the largest IPOs in 2026. Some market analysts believe that if the company eventually lists at a trillion-dollar-plus valuation, it would rank among the biggest public debuts in history. However, the company has not yet disclosed an IPO timetable, issuance size, or pricing, so any specific valuation remains market speculation rather than an official target.

If Anthropic ultimately adopts super-voting shares, it will highlight the governance tensions AI startups face when entering public markets. On one hand, large-scale IPOs can provide more capital to support investments in model training, data centers, and AI infrastructure. On the other hand, founders may wish to avoid short-term financial pressures post-IPO forcing the company to sacrifice long-term R&D, safety, and AI governance goals.

For potential investors, Anthropic’s special share arrangements mean that evaluating this IPO requires more than just examining revenue growth, valuation, and AI market prospects. They must also carefully assess the voting rights across different share classes, board composition, the scope of authority granted to the Long-Term Benefit Trust, and whether ordinary shareholders can effectively check management.

Currently, the super-voting rights arrangements have not been finalized, and Anthropic has not disclosed IPO pricing or the number of shares to be issued. Therefore, the ultimate equity structure and how control will be distributed among founders, trustees, and public market shareholders will depend on future regulatory filings and official prospectuses.