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Anthropic's Certificate of Incorporation and the Long-Term Benefit Trust
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This post analyzes Anthropic's Certificate of Incorporation to assess the legal structure and voting thresholds governing its Long-Term Benefit Trust, which is a key governance mechanism intended to keep Anthropic focused on safe AI development.
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Importance: 52/100blog postanalysis
Summary
The post examines Anthropic's Delaware Certificate of Incorporation to understand the voting thresholds required to modify the Long-Term Benefit Trust. It finds that amending Trust-related provisions requires supermajority votes (up to 85% of stockholders and 75% of the board), and that Class T stock held by the Trust exists perpetually unless the Trust itself converts it. The author notes this provides meaningful but not absolute protection for the Trust's independence.
Key Points
- •Modifying Trust provisions in the CoI requires a 'Transfer Approval Threshold': either complex multi-class supermajorities or 75-85% of total voting power.
- •After the Final Phase-In Date (November 2024), thresholds increase: 75% of founder votes, 50% of Series A, 75% of other preferred, or 85% of total voting power.
- •CoI amendments affecting the Trust also require at least 75% board approval, giving the Trust significant protection once it elects 3/5 of the board.
- •Class T stock (held by the Trust) exists perpetually unless the Trust itself chooses to convert it, preventing stockholders from unilaterally eliminating it.
- •Author notes these protections apply to CoI amendments but may not protect against Trust Agreement-level changes, leaving some concerns unresolved.
3 FactBase facts citing this source
| Entity | Property | Value | As Of |
|---|---|---|---|
| Anthropic Long-Term Benefit Trust | amendment-threshold | 75% of voting power | Sep 2023 |
| Anthropic Long-Term Benefit Trust | amendment-threshold | 85% of voting power | Nov 2025 |
| Anthropic Long-Term Benefit Trust | Notable For | Full Trust Agreement has never been published, limiting independent assessment. The Certificate of Incorporation is publicly available via Delaware filing but contains less detail than the Trust Agreement. | — |
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Yesterday I obtained Anthropic's questions about Anthropic's Long-Term Benefit Trust ; I don't have analogous questions about other companies. One analogous OpenAI document has been published by Vox . I might look for random information on OpenAI, but OpenAI is more complicated . And DeepMind isn't incorporated in Delaware, and it's more complicated than Anthropic due to its relationship with Google.">[*] Certificate of Incorporation , and its past versions , from the State of Delaware. I don't recommend reading it. [*] This post is about what the CoI tells us about Anthropic's Long-Term Benefit Trust (context: Maybe Anthropic's Long-Term Benefit Trust is powerless ).
Tl;dr: the only new information of moderate importance is the voting thresholds necessary to modify Trust stuff. My concerns all still stand in some form. Absence of badness is a small positive update.
Anthropic has vaguely described stockholders' power over the Trust:
a series of "failsafe" provisions . . . allow changes to the Trust and its powers without the consent of the Trustees if sufficiently large supermajorities of the stockholders agree. The required supermajorities increase as the Trust’s power phases in
The CoI has details: amending the CoI to modify the Trust requires a vote reaching the "Transfer Approval Threshold," defined as:
(1) prior to the date that is the one-year anniversary of the Final Phase-In Date [note: "the Final Phase-In Date" is in November 2024], either (a)(i) a majority of the Voting Common Stock then-outstanding and held by the Founders (as defined in the Voting Agreement), (ii) a majority of the Series A Preferred Stock then-outstanding and (iii) a majority of the voting power of the outstanding Preferred Stock entitled to vote generally (which for the avoidance of doubt shall exclude the Non-Voting Preferred Stock), but excluding the Series A Preferred Stock or (b) at least seventy-five percent (75%) of the voting power of the then-outstanding shares of the Corporation's capital stock entitled to vote generally (which for the avoidance of doubt shall exclude the Non-Voting Preferred Stock and any voting power attributable to the Class T Common Stock) and
(2) on and following the date that is the one-year anniversary of the Final Phase-In Date, either (x)(i) at least seventy-five percent (75%) of the Voting Common Stock then outstanding and held by the Founders (as defined in the Voting Agreement), (ii) at least at least fifty percent (50%) of the Series A Preferred Stock then-outstanding and (iii) at least seventy-five percent (75%) of the voting power of the outstanding Preferred Stock entitled to vote generally (which for the avoidance of doubt shall exclude the Non-Voting Preferred Stock), but excluding the Series A Preferred Stock or (y) at least eighty-five [percent] (85%) of the voting power of the then-outstanding shares of the Corporation's
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