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).
I started trying to deduce stuff about who holds how many shares. I think this isn’t really doable from public information, e.g. some Series C shares have voting power and some don’t and I don’t know how to tell which investors have which. But I got a better understanding of this stuff and I now tentatively think the Transfer Approval Threshold is super reasonable. Yay!
Also even if I understood the VC investments perfectly I think I’d be confused by the (much larger?) investments by Amazon and Google
If you’re savvy in this and want to help, let me know and I’ll share my rough notes
(On the other hand, it’s pretty concerning that the Trust hasn’t replaced Jason, who left in December, nor Paul, who left in April. Also note that it hasn’t elected a board member to fill Luke’s seat.)
I guess my LTBT-related asks for Anthropic are now:
Commit that you’ll promptly announce publicly if certain big LTBT-related changes happen
Publish the Trust Agreement (and any other relevant documents), or at least let a non-Anthropic person I trust read it (under an NDA if you want) and publish whether they have big concerns
(This isn’t high-priority for me; I just get annoyed when Anthropic brags about its LTBT without having justified that it’s great.)
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...
Quick updates:
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).
I started trying to deduce stuff about who holds how many shares. I think this isn’t really doable from public information, e.g. some Series C shares have voting power and some don’t and I don’t know how to tell which investors have which. But I got a better understanding of this stuff and I now tentatively think the Transfer Approval Threshold is super reasonable. Yay!
Also even if I understood the VC investments perfectly I think I’d be confused by the (much larger?) investments by Amazon and Google
If you’re savvy in this and want to help, let me know and I’ll share my rough notes
(On the other hand, it’s pretty concerning that the Trust hasn’t replaced Jason, who left in December, nor Paul, who left in April. Also note that it hasn’t elected a board member to fill Luke’s seat.)
I guess my LTBT-related asks for Anthropic are now:
Commit that you’ll promptly announce publicly if certain big LTBT-related changes happen
Publish the Trust Agreement (and any other relevant documents), or at least let a non-Anthropic person I trust read it (under an NDA if you want) and publish whether they have big concerns
(This isn’t high-priority for me; I just get annoyed when Anthropic brags about its LTBT without having justified that it’s great.)
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