Anthropic's $2 trillion IPO tests unusual trustee governance

September 4, 2026 at 09:22 PM2 min

This digest was compiled by AI from multiple sources — links to the originals are below.

Anthropic's planned $2 trillion IPO will expose its unusual governance structure, which gives external trustees a kill switch over the board, to public market scrutiny. The structure is seen as less risky than OpenAI's, which faced a board crisis in November 2023. Investors are being urged to scrutinize both companies' arrangements before pricing shares.

Key Facts

Anthropic's governance structure includes a kill switch allowing trustees to be fired with 85 percent shareholder voting power.
OpenAI's board attempted to fire CEO Sam Altman in November 2023, leading to a board overhaul.
Harvard's Fried wrote in a July paper that investors should scrutinize both companies' arrangements before their IPOs.

Governance Structure

Anthropic and OpenAI have both designed unusual company structures with self-appointed guardians of their mission rather than traditional board directors with fiduciary duties. Anthropic's trust is seen as less risky than OpenAI's governance because it has a built-in kill switch that allows the trustees to be fired with the support of 85 percent of the shareholders' voting power. A person close to Anthropic said the private investors who have backed the company across multiple rounds did so with full understanding of its governance structure, and several specifically cited its emphasis on safety as part of their investment thesis.

OpenAI Precedent

OpenAI, which was founded as a nonprofit, became a cautionary tale in November 2023, when its board tried to fire its chief executive Sam Altman but lost the confidence of the company's investors and employees. The incident led to most of the board members being replaced and a broader restructuring of the startup. Harvard's Fried wrote in his July paper that under the firms' current structures, these directors may have little skin in the game and can or must ignore profit in decision-making.

Investor Scrutiny

The move into public markets will expose that structure to a broader and potentially less-forgiving investor base as Anthropic faces mounting pressure to earn a profit. One venture capitalist who has backed Anthropic said early investors assumed the company would have to become a commercial juggernaut in order to fulfill its core mission. Fried wrote that investors should scrutinize both companies' arrangements, which may still change before their IPOs, and price shares accordingly.