“So they're fake shares in a sense, but they have the power to appoint a majority of the board, four directors out of seven.”
The Lawfare Podcast · Policy · November 2026
Context
Tallarita is describing the Class T shares held by Anthropic's long-term benefit trust, as laid out in its IPO filing. They carry no other voting rights and no economic rights, yet they let the trust pick four of seven directors, which he calls a pretty radical move.
Transcript
…of shares they have. So this is like kind of normal for tech companies. The founders will be in control even if they. Won't no, they will no longer own a majority of the company. But the new thing is the T shares, which is the class of shares in the hands of the long, whatever it's called. The
long-term benefit trust, yes.
So the T shares, which is the class of shares in the hands of the long-term benefit trust. So this is the idea behind the trust is that the trust, the trustees, are the guardians of the social mission. They should care about building AI for the benefit of humanity. And they have this unusual power despite having these shares with no other kind of voting rights and no economic rights. So they're fake shares in a sense, but they have the power to appoint a majority of the board, four directors out of seven. So the idea is that Anthropic is trying to tell the world we really care about this. We really care about our social mission. We not only choose a public benefit corporation, but we know that, you know, the public benefit corporation, I mean, it's an interesting tool, but it's not that effective. So we actually give the power to appoint a majority of the board, not to the founders, not to the…
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So we've got this long-term benefit trust. They control the majority of the board. The other three members will be made up of some mix of the founders, and they'll have an opportunity to weigh in on those decisions as well. But again, not a majority. The LB long-term benefit trust will have that.…
So this is very interesting because If you start digging deeper in the structure, you start seeing details that might become very important in case of a disagreement between profit and the social mission. So it is true that the trust, as we said, appoints four directors out of seven, so a majority.…
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