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
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It’s impossible to assess this “failsafe” without knowing the thresholds for these “supermajorities.” Also, a small number of investors—currently, perhaps Amazon and Google—may control a large fraction of shares. It may be easy for profit-motivated investors to reach a supermajority.
Just speculating here, perhaps the “sufficient period of time” is meant to deter activist shareholders/corporate raiders? Without that clause, you can imagine an activist who believes that Anthropic is underperforming due to its safety commitments. The activist buys sufficient shares to reach the supermajority threshold, then replaces Anthropic management with profit-seekers. Anthropic stock goes up due to increased profits. The activist sells their stake and pockets the difference.
Having some sort of check on the trustees seems reasonable, but the point about Amazon and Google owning a lot of shares is concerning. It seems better to require consensus from many independent decisionmakers in order to overrule the trustees.
Maybe it would be better to weight shareholders according to the log or the square root of the number of shares they hold. That would give increased weight to minor shareholders like employees and ex-employees. That could strike a better balance between concern for safety and concern for profit. Hopefully outside investors would trust employees and ex-employees to have enough skin in the game to do the right thing.
With my proposed reweighting, you would need some mechanism to prevent Amazon and Google from splitting their stake across a bunch of tiny shell entities. Perhaps shares could lose their voting rights if they’re transferred away from their original owner. That also seems like a better way to deter patient activists. But maybe it could cause problems if Anthropic wants to go public? I guess the trustees could change the rules if necessary at that point.
Just speculating here, perhaps the “sufficient period of time” is meant to deter activist shareholders/corporate raiders? Without that clause, you can imagine an activist who believes that Anthropic is underperforming due to its safety commitments. The activist buys sufficient shares to reach the supermajority threshold, then replaces Anthropic management with profit-seekers. Anthropic stock goes up due to increased profits. The activist sells their stake and pockets the difference.
Having some sort of check on the trustees seems reasonable, but the point about Amazon and Google owning a lot of shares is concerning. It seems better to require consensus from many independent decisionmakers in order to overrule the trustees.
Maybe it would be better to weight shareholders according to the log or the square root of the number of shares they hold. That would give increased weight to minor shareholders like employees and ex-employees. That could strike a better balance between concern for safety and concern for profit. Hopefully outside investors would trust employees and ex-employees to have enough skin in the game to do the right thing.
With my proposed reweighting, you would need some mechanism to prevent Amazon and Google from splitting their stake across a bunch of tiny shell entities. Perhaps shares could lose their voting rights if they’re transferred away from their original owner. That also seems like a better way to deter patient activists. But maybe it could cause problems if Anthropic wants to go public? I guess the trustees could change the rules if necessary at that point.