Anthropic plans major IPO as a public benefit corporation

  • Anthropic plans to pursue an IPO using the public benefit corporation structure.
  • Shareholders need 2% ownership or $2 million in stock to sue over mission compliance.
  • Delaware created public benefit corporations in 2013, and their use has grown over 15 years.

Anthropic, the developer of Claude, is planning one of the biggest IPOs in history as a public benefit corporation, or PBC (company balancing profits with a stated public mission). The structure requires directors and executives to weigh investor interests alongside the interests of people materially affected by the company and its stated public benefit. Delaware created PBCs in 2013, and their charters must describe the public mission. Anthropic said in its amended certificate of incorporation dated May 7, 2026, that it will promote the responsible development and maintenance of advanced AI for humanity's long-term benefit. OpenAI Group PBC, the developer of ChatGPT, adopted the structure in its certificate dated October 28, 2025, with a mission focused on ensuring artificial general intelligence benefits all of humanity. PBCs can pursue profits but must establish standards for fulfilling their missions and report progress at least every two years. Anthropic said informed, disinterested board decisions considering investors, its public benefit and affected stakeholders would be protected from legal liability, while warning that conflicts need not be resolved in shareholders' favor. Publicly traded examples include Lemonade and Warby Parker. PBC missions are not subject to mandatory independent audits, although some companies seek certification from B Lab and call themselves B Corps. Shareholders can sue directors over failures to comply with a public benefit if they own at least 2% of stock or hold shares worth $2 million. Legal uncertainty has deterred some companies, including Etsy, while a Delaware judge ruled earlier this year that PBCs do not have to obtain the highest reasonable sale price in a transaction.

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