I worried this was a loophole: “the Trust Agreement also authorizes the Trust to be enforced by the company and by groups of the company’s stockholders who have held a sufficient percentage of the company’s equity for a sufficient period of time.” An independent person told me it’s a normal Delaware law thing and it’s only relevant if the Trust breaks the rules. Yay! This is good news, but I haven’t verified it and I’m still somewhat suspicious (but this is mostly on me, not Anthropic, to figure out).
The Trust Agreement bit sounds like it makes sense to me.
Other thoughts:
I don’t know how the shareholders can call a vote to undo the Class T shares once the LTBT appoints its 3 directors? This might be something in the bylaws—I talked to ChatGPT a bit about it and that sounds like where the procedural rules around shareholder voting are likely to be.
I noticed that the Class T shares appear to be able to be wrapped up into the Voting Agreement. I’m a bit curious whether they have been and, if so, whether it gives anyone the power to direct how Class T shares vote.
I read this John Morley article and I noticed that he wrote: “like the directors of the company, the Trustees must use their powers to ensure the company combines its pursuit of profit with the achievement of the company’s mission to develop and maintain advanced AI for the long-term benefit of humanity”
I’d be interested in knowing what the Trust Agreement says about “Trustees must use their powers to ensure the company combines its pursuit of profit...”—do the Trustees have an affirmative duty to ensure that the company turns a profit?
I was also curious as to why the trust was a “purpose trust” and not a “charitable purpose trust”—whether they didn’t think it would qualify as charitable, etc...
The Trust Agreement bit sounds like it makes sense to me.
Other thoughts:
I don’t know how the shareholders can call a vote to undo the Class T shares once the LTBT appoints its 3 directors? This might be something in the bylaws—I talked to ChatGPT a bit about it and that sounds like where the procedural rules around shareholder voting are likely to be.
I noticed that the Class T shares appear to be able to be wrapped up into the Voting Agreement. I’m a bit curious whether they have been and, if so, whether it gives anyone the power to direct how Class T shares vote.
I read this John Morley article and I noticed that he wrote: “like the directors of the company, the Trustees must use their powers to ensure the company combines its pursuit of profit with the achievement of the company’s mission to develop and maintain advanced AI for the long-term benefit of humanity”
I’d be interested in knowing what the Trust Agreement says about “Trustees must use their powers to ensure the company combines its pursuit of profit...”—do the Trustees have an affirmative duty to ensure that the company turns a profit?
I was also curious as to why the trust was a “purpose trust” and not a “charitable purpose trust”—whether they didn’t think it would qualify as charitable, etc...
Useful Documents
Trust Documents
Anthropic, PBC Bylaws
Amended and Restated Voting Agreement