Anthropic Borrowed Its Single Share From Reuters
This post is part of my Medium blog.
Anthropic filed to go public yesterday morning. I wrote about the strangest part already: one Class T share, held by a trust of financially disinterested trustees, elects a majority of the board, and pays the trust that holds it nothing.
What's interesting about this story is how little of it anyone covers. A company like this files an S-1 and it's a parade: the valuation, the ticker, whether it pops. The filing is hundreds of pages, mostly skimmed. The details are the story. That's what I'm trying to do.
You don't have to like Anthropic, or believe a word of its safety talk, to sit with the question that followed me around all day. Has anyone actually done this before? The answer is yes, and you know the company.
The single share is a Reuters invention. When Reuters went public in 1984, its directors worried that a public register could one day put the agency in the hands of a single shareholder with opinions. So they built a second company, the Reuters Founders Share Company, and gave it exactly one share. The Founders Share sleeps while everyone behaves. If anyone tries to change the rules that protect the Trust Principles — independence, integrity, freedom from bias — it outvotes the entire register at once. The constitution also capped any single holder at 15 percent. Cross the line and the trustees suspended your votes until the excess was sold. Reuters is Thomson Reuters now, and the Founders Share Company still holds that one share. The market has spent forty-two years living with a firm whose conscience is one share.
Once you know the pattern, you start seeing it everywhere. The Guardian has been owned by the Scott Trust since 1936, which takes no dividends and exists to keep the paper running on its principles. The New York Times runs the same idea with family money attached: a trust holds nearly all the Class B stock and elects nine of thirteen directors. About 80 percent of Hershey's voting power belongs to a trust that funds a school for low-income children. In 2022, Yvon Chouinard gave Patagonia's voting stock to a purpose trust and the money stock to a climate nonprofit: "Earth is now our only shareholder."
The founders' half of Anthropic's structure is younger, and it has a record of failing. In 2015, Mark Zuckerberg pledged 99 percent of his Facebook shares to charity, then proposed a new class of nonvoting stock so the gift wouldn't cost him control. Shareholders sued. He dropped it in 2017. Meta revived it last week. Anthropic just built the thing he was sued for proposing: one Class F share, held by a company owned by the seven founders, carrying 50.1 percent of every shareholder vote, impossible to dilute, and theirs until fewer than three of the seven founders are left. They can give away 98 percent of their equity and still outvote everyone who buys in. The assembly is new in one place: employees get their own voting stock, with no economic rights, that exists almost entirely to referee disputes about the trust itself. The one check on the trustees goes to the staff. It pays them nothing either.
The parts are old. What matters is what they did when they met real money. 2007 is the year to study. Rupert Murdoch wanted the Wall Street Journal. The Bancroft family held 64 percent of Dow Jones's vote with less than a quarter of its equity, through a lattice of family trusts that had kept the paper for a century. He offered sixty dollars a share and the lattice dissolved. Months later Thomson came for Reuters, and the 15 percent ceiling — the exact thing the Founders Share Company existed to enforce — stood in the way. The trustees' own chairman, Pehr Gyllenhammar, waived it. The future of Reuters, he said, takes precedence over the principles. A weakened Reuters protects nothing. The immovable object held for 23 years, and it was never stormed. It was persuaded.
This is where Redundant keeps coming back to me. The man who buys Rob's company is a billionaire named Lei, famous in tech, infamous in mergers. Rob's line about him: a cold-blooded killer on acquisitions, Musk without the drama. My favorite Lei moment is one sentence long. Someone rewrote the slide deck before a meeting so the numbers would look better. Nobody told him. He read it, understood it had been doctored, and asked to speak with the original author.
Put a man like that in front of the Anthropic S-1. His craft is consolidation: buy the company, keep what the numbers justify, cut what they don't. Anthropic has listed a company where control is not for sale at any price. The trust share can't be bought, because its trustees are barred from owning the company's stock. The founder share can't be bought, because it sits inside a private company the founders own. For a buyer like that, the structure says: there is no number. Lei would understand before anyone else that the number always exists. He wouldn't attack the trust. He'd wait. Every permanent structure in this post had a number. The Bancrofts found theirs at sixty dollars a share. The Founders Share Company found theirs in the threat of slow decline. Anthropic's trustees have one too. It isn't in the S-1. Nobody's filing ever says it.