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Anthropic Long-Term Benefit Trust
webcorpgov.law.harvard.edu·corpgov.law.harvard.edu/2023/10/28/anthropic-long-term-be...
A legal analysis of Anthropic's unique corporate governance structure, relevant to anyone studying how AI labs can institutionalize safety commitments; written by the attorneys who designed the arrangement.
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Summary
This post by Yale Law and Wilson Sonsini attorneys describes Anthropic's Long-Term Benefit Trust, a novel governance structure granting an independent group of AI and ethics experts power to elect a majority of Anthropic's board over time. It explains how Anthropic combined the Delaware Public Benefit Corporation form with a special Class T Common Stock held by trustees to institutionally commit the company to safe and beneficial AI development while remaining commercially viable.
Key Points
- •Anthropic created a Long-Term Benefit Trust holding special Class T shares that give independent trustees power to elect a majority of its board of directors over time.
- •Anthropic is structured as a Delaware Public Benefit Corporation (PBC), allowing it to balance stockholder returns with its mission to 'responsibly develop and maintain advanced AI for the long-term benefit of humanity.'
- •The Trust is designed to insulate long-term safety commitments from short-term commercial or investor pressures by placing governance authority in an independent expert body.
- •The authors (outside counsel for Anthropic) argue that safety and commercial success are treated as complementary rather than opposing goals in this structure.
- •This governance model represents a novel attempt to create enforceable institutional commitments to AI safety without waiting for external regulation.
Cited by 1 page
| Page | Type | Quality |
|---|---|---|
| Anthropic | Organization | 74.0 |
2 FactBase facts citing this source
| Entity | Property | Value | As Of |
|---|---|---|---|
| Anthropic Long-Term Benefit Trust | Legal Structure | Delaware purpose trust (Del. Code tit. 12 §3556) | — |
| Anthropic | Legal Structure | Public benefit corporation | — |
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Anthropic Long-Term Benefit Trust
Harvard Law School Forum on Corporate Governance
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Anthropic Long-Term Benefit Trust
Posted by John Morley (Yale Law School), David Berger and Amy Simmerman (Wilson Sonsini Goodrich & Rosati) , on
Saturday, October 28, 2023
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Artificial intelligence , Board of Directors , stockholders , Voting Trustees
More from: Amy Simmerman , David Berger , John Morley John Morley is a Professor of Law at Yale Law School. David J. Berger and Amy L. Simmerman are Partners at Wilson Sonsini Goodrich & Rosati.
Artificial intelligence promises to be one of the most transformative technologies of our time. Can corporate governance evolve to ensure that it develops safely and responsibly? Anthropic, PBC, one of America’s leading AI labs, offers an innovative answer. This post describes the company’s attempt to fine-tune the levers of corporate governance through a novel arrangement called the “Anthropic Long-Term Benefit Trust.” The Trust brings together a group of experts in AI and ethics and grants them the power over time to elect a majority of Anthropic’s board of directors. We served as outside counsel for Anthropic in designing and drafting this arrangement. [1] This post outlines some of the key components of the Trust and the company’s motives for adopting it.
The Trust’s origins began with a deep commitment among Anthropic’s founders to social good. Anthropic’s founders believe that AI may soon become immensely powerful. They also acknowledge, however, that the companies developing AI have yet to be limited from the outside by the sorts of laws and norms that constrain other powerful technologies. The founders further believe that the safety and social benefit of AI technology go hand in hand with profits and commercial success. Anthropic can only be a leader on safety if it is also a leader in technical development and commercialization. Anthropic thus wanted to design a legal architecture that could commit the company to safety and responsibility while also allowing to achieve profits for investors.
The company’s first step was to organize the company as a Delaware public benefit corporation. The PBC form allows the company’s board of directors to simultaneously pursue the pecuniary interests of stockholders along with the best interests of those materially affected by the company’s conduct and the specific public benefit mission stated in Anthropic’s certificate of incorporation, which is to “responsibly develop and maintain advanced AI for the long-term benefit of humanity.”
Anthropic’s main inn
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