Anthropic: The Long-Term Benefit Trust

Announcements

# The Long-Term Benefit Trust

Sep 19, 2023

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Today we are sharing more details about our new governance structure called the **Long-Term Benefit Trust (LTBT)**, which we have been developing since the birth of Anthropic. The LTBT is our attempt to fine-tune our corporate governance to address the unique challenges and long-term opportunities we believe [transformative AI will present](https://www.anthropic.com/news/core-views-on-ai-safety).

The Trust is an independent body of five financially disinterested members with an authority to select and remove a portion of our Board that will grow over time (ultimately, a majority of our Board). Paired with our Public Benefit Corporation status, the LTBT helps to align our corporate governance with our mission of developing and maintaining advanced AI for the long-term benefit of humanity.

**Corporate Governance Basics**

A corporation is overseen by its board of directors. The board selects and oversees the leadership team (especially the CEO), who in turn hire and manage the employees. The default corporate governance setup makes directors accountable to the stockholders in several ways. For example:

- Directors are elected by, and may be removed by stockholders.
- Directors are legally accountable to stockholders for fulfilling their fiduciary duties.
- Directors are often paid in shares of stock of the corporation, which helps to align their incentives with the financial interests of stockholders.

Importantly, the rights to elect, remove, and sue directors belong exclusively to the stockholders. Some wonder, therefore, whether directors of a corporation are permitted to optimize for stakeholders beyond the corporation’s stockholders, such as customers and the general public. This question is the subject of a rich debate, which we won’t delve into here. For present purposes, it is enough to observe that all the key mechanisms of accountability in corporate law push directors to prioritize the financial interests of stockholders.

**Fine-tuning Anthropic’s Corporate Governance**

Corporate governance has seen centuries of legal precedent and iteration, and views differ greatly on its effectiveness, strengths, and weaknesses. At Anthropic, our perspective is that the capacity of corporate governance to produce socially beneficial outcomes depends strongly on non-market externalities. Externalities are a type of market failure that occurs when a transaction between two parties imposes costs or benefits on a third party who has not consented to the transaction. Common examples of costs include pollution from factories, systemic financial risk from banks, and national security risks from weapons manufacturers. Examples of positive spillover effects include the societal benefits of education that reach beyond

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