Anthropic PBC Status and Shareholder Rights Under Law

Anthropic is a Delaware public benefit corporation whose charter purpose is broad, whose directors are legally required to balance profit against that purpose, and whose public stockholders have a narrow, ownership-gated path to enforce that balance. The statute creates latitude for the board, not a private right of action for “humanity.”

Anthropic’s status and stated public benefit

Anthropic, PBC was incorporated in Delaware on January 26, 2021, and remains a public benefit corporation under DGCL Subchapter XV (Sections 361–368). Article III of the amended and restated certificate of incorporation filed as Exhibit 3.3 to its October 26, 2026 Form S-1 states: “The specific public benefit that the Corporation will promote is to responsibly develop and maintain advanced AI for the long-term benefit of humanity.” The same formulation appears in the S-1 prospectus summary, which calls this the “Company Purpose,” and in a May 7, 2026 amended certificate described by Reuters. [1] [2] [3]

That language is broader than the founding charter. Certificates obtained from Delaware and reviewed by Simon Willison show the 2021 original committed the company “to responsibly develop and maintain advanced AI for the cultural, social and technological improvement of humanity.” Later filings replaced that with the “long-term benefit of humanity” formulation. [4]

Under DGCL § 362, a PBC is still a for-profit corporation. It must identify one or more specific public benefits in its certificate and state in its heading that it is a public benefit corporation. “Public benefit” means a positive effect, or a reduction of negative effects, on persons, entities, communities, or interests other than stockholders in their capacity as stockholders, including effects of a scientific or technological nature. [5] Anthropic’s own description of the form matches the statute: PBC status requires it to balance stockholders’ financial interests with benefit to the broader public. [6] [7]

The charter purpose is not self-executing. In its 2026 Public Benefit Report, Anthropic says the purpose is “broad by design,” and that the board, with input from the co-founders and the Long-Term Benefit Trust, adopted five operational “charter pillars”: solving the technical problems of AI safety; making safety a universal, legally backstopped practice; strengthening democracy and global stability; expanding prosperity and human flourishing; and sharing AI’s benefits. Those pillars are a board framework for measuring the charter, not additional charter text. [8]

What this means for public stockholders. Buying Class A stock is a purchase of a for-profit issuer whose legally specified objective is not stockholder wealth. The purpose is so general—“long-term benefit of humanity”—that almost any safety delay, deployment restriction, or philanthropic allocation can be described as advancing it. The constraint is process (did the board balance?), not a judicially administrable outcome (did humanity benefit?).

The directors’ balancing duty under DGCL § 365

Section 365(a) is the operative duty. The board “shall manage or direct the business and affairs of the public benefit corporation in a manner that balances” three things: the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation’s conduct, and the specific public benefit identified in the certificate. [5] Anthropic’s S-1 restates that duty and says PBC status “gives our board of directors the necessary latitude” to strike that balance, including weighing long- and short-term externalities of decisions such as whether to deploy a system. [2] [9]

The statute then strips most of the teeth out of that mandate:

• No duty to the beneficiaries. Section 365(b) provides that a director does not, by virtue of the public-benefit provisions or § 362(a), owe any duty to any person on account of that person’s interest in the chartered benefit or on account of being materially affected by the company’s conduct. The public, employees, customers, and “humanity” are not duty-holders. [5]
• Safe harbor. For a decision that implicates the balancing requirement, a director “will be deemed to satisfy” fiduciary duties to stockholders and the corporation if the decision is informed, disinterested, and “not such that no person of ordinary, sound judgment would approve.” That third prong is a waste-like standard. [5]
• Exculpation preserved. Under § 365(c), stock ownership alone is not a conflict on a balancing decision. Absent a conflict, failure to satisfy the balancing requirement is not, for purposes of the exculpation statute (§ 102(b)(7)) or indemnification (§ 145), an act or omission not in good faith or a breach of the duty of loyalty, unless the certificate says otherwise. [5]

This is the opposite of ordinary Delaware stockholder primacy. In a conventional corporation, directors may consider other constituencies only insofar as doing so advances stockholder pecuniary interests. In a PBC, those other interests are independent inputs the board must weigh, and a decision that sacrifices near-term value in service of them is not a breach merely because it does so. [10] [11]

Delaware’s first written decision on the point, Drakes Landing Associates, L.P. v. Tilden Park Capital Management, L.P., C.A. No. 2025-0898-NAC (Del. Ch. July 29, 2026) (Cook, V.C.), confirms that reading. In a rescue financing that would have diluted existing holders sharply, Vice Chancellor Cook held that Revlon’s exclusive stockholder-value-maximization mandate, read as a standard of conduct, cannot apply to a PBC: a singular duty to get the best price reasonably available cannot be squared with § 365(a). The court dismissed the complaint under the § 365(b) safe harbor. Plaintiffs had not pled facts supporting a reasonable inference that the special committee was uninformed, interested, or had approved a decision no person of ordinary, sound judgment would approve. The court left open whether a modified “PBC enhanced scrutiny” could still apply as a standard of review in a sale of control, but did not need to decide it. It also treated § 365(b) as negating the underlying breach, which knocked out an aiding-and-abetting claim against the financing parties. The opinion is a Court of Chancery dismissal, not a Delaware Supreme Court ruling, and it turned heavily on what the complaint failed to plead. [10] [12] [13]

The decision tracks commentary that has been on the books since the statute was young. Former Chief Justice Leo E. Strine, Jr. wrote that a consequential feature of the Delaware PBC statute is that it takes Revlon’s exclusive value-maximization objective off the table, and that a board’s good-faith balancing is protected by the business-judgment-style safe harbor in § 365(b). Making It Easier for Directors to “Do the Right Thing”?, 4 Harv. Bus. L. Rev. 235, 243 (2014), cited in the Drakes Landing commentary. [14] [15] Practitioner notes after the decision emphasize the practical lesson: document the three-way balance contemporaneously, because the safe harbor is a motion-to-dismiss defense, not a trial defense. [12]

Delaware corporate lawyer Lawrence Hamermesh’s assessment of what “balance” actually requires, given to CNBC in the context of Anthropic’s IPO, is blunt: if asked what the obligation to balance purpose and profit means, “I would say, ‘Good luck.’” [16]

What this means for public stockholders. A public holder cannot sue because the board chose safety over a product launch, accepted a lower bid from a buyer more likely to preserve the charter purpose, or allocated value to the public-benefit program, so long as the decision was informed, disinterested, and not waste. Anthropic’s own draft and public disclosures say the quiet part: as a PBC it may make decisions that appropriately balance the three interests and still hurt short-, medium-, or long-term performance and the Class A price, and it cannot guarantee a conflict will be resolved in stockholders’ favor. [17] [18] [3] Stockholder pecuniary interests remain one of the three weights. They are not the tie-breaker.

The biennial benefit statement under DGCL § 366

Section 366 is a disclosure rule, not an audit rule. A PBC must include in every notice of a stockholder meeting a statement that it is a public benefit corporation. No less than biennially, it must provide stockholders a statement on its promotion of the chartered benefit and of the best interests of those materially affected by its conduct. That statement must include four things: the objectives the board has set; the standards the board has adopted to measure progress; objective factual information based on those standards; and the board’s assessment of success. [5]

A third-party standard or certification, more frequent reporting, and public availability are optional. They apply only if the certificate or bylaws require them. [5] Delaware deliberately did not import the B Lab model. A PBC is a legal form; Certified B Corporation status is a private certification, and Anthropic’s charter does not appear to require an outside standard. [11]

Anthropic has chosen to do more than the floor, on its own terms. It published a 2026 Public Benefit Report and said it will publish annually, measuring itself against the five pillars. The report is a company narrative of progress toward the charter, not a third-party assurance report. [7] [8] Secondary readings of the S-1 report that the charter and bylaws will not require an objective third-party standard and that the board expects the standards to be qualitative, with the biennial statement made available on the website. [19] [18]

What this means for public stockholders. Once listed, holders are entitled to a benefit statement at least every two years, and Anthropic has said it will report more often and publicly. They are not entitled to an independent score of whether “the long-term benefit of humanity” was achieved. The standards are set by the same board whose conduct the statement describes. The report is evidence a plaintiff might later use; it is not itself a remedy.

How Delaware limits suits to enforce the benefit purpose

Section 367 is the enforcement gate, and the 2020 amendments made it wider in coverage and no easier to pass.

Current text, 8 Del. C. § 367:

Any action to enforce the balancing requirement of § 365(a) of this title, including any individual, derivative or any other type of action, may not be brought unless the plaintiffs in such action own individually or collectively, as of the date of instituting such action, at least 2% of the corporation’s outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted. This section shall not relieve the plaintiffs from complying with any other conditions applicable to filing a derivative action including § 327 of this title and any rules of the court in which the action is filed. [5]

Three features of that sentence matter more than the headline numbers.

The threshold is the lesser of 2% or $2 million, not “2% or $2 million” as alternatives a plaintiff must clear. For a corporation listed on a national securities exchange, plaintiffs must own the lesser of 2% of outstanding shares or shares with a market value of at least $2,000,000, measured on the date the action is instituted. For a company of the scale Anthropic is seeking to list, 2% is worth vastly more than $2 million, so the binding number is $2 million of market value. For a small listed PBC where 2% is worth less than $2 million, 2% is the binding number. Unlisted companies face a flat 2% test, with no dollar alternative. [5] [20]

The gate covers every theory that is really a balancing claim. The original 2013 version of § 367 limited derivative suits. The 2020 amendments (82 Del. Laws, c. 256, § 19, effective July 16, 2020) rewrote the section so that any action to enforce the § 365(a) balancing requirement—individual, derivative, or any other type—requires the same ownership. A plaintiff cannot restyle a balancing complaint as a direct claim and skip the threshold. The 2020 changes also clarified, in § 365(c), that a balancing failure is not bad faith or a loyalty breach for exculpation purposes unless the charter says so. [21] [22]

Ordinary derivative conditions still apply. Section 367 does not displace DGCL § 327 (the plaintiff must have been a stockholder at the time of the challenged transaction, or received the shares by operation of law from someone who was) or Court of Chancery Rule 23.1 demand requirements. Meeting the dollar or percentage test is necessary, not sufficient. [5]

Who is outside the gate entirely:

• Non-stockholders. Section 365(b) creates no duty to them, and § 367 confers standing only on stockholders who meet the ownership test. Mission beneficiaries, NGOs, employees as such, and customers cannot sue to enforce the purpose. [5] [11] [22]
• A retail holder, or a group of them, below the threshold. For a listed company the practical cutoff is $2 million of stock on the filing date, held individually or collectively.
• Claims that are truly about the balance, even if pleaded as something else. The “including any individual, derivative or any other type of action” clause is aimed at that evasion.

Who is inside, and what they still have to prove:

• Any holder or group with $2 million of listed stock (or 2%, if that is less) can institute an action to enforce the balancing requirement, subject to contemporaneous ownership and demand rules.
• They then have to get past § 365(b). Drakes Landing put the pleading burden on the plaintiff to allege facts supporting a reasonable inference that the decision was uninformed, interested, or one no person of ordinary, sound judgment would approve. A complaint that attacks only the pecuniary side of the balance, and says nothing about whether the board informed itself about affected constituencies and the chartered benefit, fails. [10]
• Classic fiduciary claims that are not actions “to enforce the balancing requirement”—for example, a self-dealing transaction in which a director took a personal benefit—are not gated by § 367. But § 365(c) blocks the most obvious workaround: absent a real conflict, a balancing failure cannot be recharacterized as non-exculpated bad faith or disloyalty. [5]

Commentary treats this design as intentional. The 2020 amendments were described at the time as “more broadly limiting stockholder litigation,” confirming that non-stockholder constituencies cannot sue and that only stockholders above the ownership floor can challenge the balance. [22] Practitioner guides state the same rule in operational terms: only stockholders can enforce the balancing duty, and only above 2% or, for a listed company, the lesser of 2% or $2 million; the public and the mission’s beneficiaries cannot. [11] Gibson Dunn’s note on Drakes Landing summarizes § 367 the same way: a 2%-of-shares threshold, or for listed companies the lesser of 2% or $2 million in market value. [10]

There is still almost no case law applying § 367 itself. Drakes Landing is the first substantial Chancery opinion on PBC fiduciary duties, and it was decided on the safe harbor, not on standing. Anthropic’s S-1, as summarized by commentators reading the filing, flags the flip side as a risk: § 367 opens a category of balancing suits that does not exist for a traditional corporation, and there is limited precedent on how a court would review the balance. [19] [10]

What this means in practice for Anthropic’s public stockholders.

The enforcement regime and Anthropic’s capital structure point the same direction. Litigation is a weak check. Governance is the real one, and public holders do not hold it.

• A Class A holder who wants to sue because the board subordinated the stock price to the charter purpose needs, with co-plaintiffs, at least $2 million of stock on the day of filing, plus contemporaneous ownership, plus a demand or demand-futility pleading, plus facts that defeat an informed-and-disinterested safe harbor that Drakes Landing applied at the motion-to-dismiss stage. That is a real path for an institution. It is not a path for a retail holder, a safety advocacy group, or “the public.”
• Even a successful balancing suit would ask a court to second-guess a three-way balance under a standard commentators describe as nearly contentless. Hamermesh’s “good luck” is the enforcement problem in one phrase: a court has no metric for whether “long-term benefit of humanity” was given enough weight relative to the stock price. [16]
• The people the charter purports to serve have no standing at all. If public holders believe the board is ignoring the purpose in favor of growth, qualifying stockholders can try to sue. If the public believes the board is ignoring the purpose, Delaware gives them the biennial (or, in Anthropic’s case, annual) report and nothing else.
• At Anthropic the practical substitute for stockholder enforcement is the Long-Term Benefit Trust. The S-1 describes the LTBT as a financially disinterested body that, through a single share of Class T common stock with no economic rights and no general voting rights, elects and removes the Class T directors, who constitute a majority of the authorized board. A separate Class F share, held by the founders’ LLC, carries 50.1% of the voting power on matters submitted to stockholders. The filing says Class A holders generally will not be able to affect the outcome of stockholder votes or director elections. [2] [18] Anthropic has said this openly: PBC status gives directors legal latitude to balance, but does not by itself make them accountable to other stakeholders, which is why the trust exists. [9] [23]
• PBC status itself is not locked. Since the 2020 amendments, conversion into or out of PBC status no longer requires a supermajority, and the old appraisal right for objecting stockholders was eliminated. [10] [21] At Anthropic that statutory flexibility is academic for public holders. Charter amendments and director elections run through a board majority elected by the trust and a founder vote of 50.1%.
• The economic commitments sitting beside the legal duty—the Anthropic Public Benefit Fund’s 846,840,960 Class N shares, described in the S-1 as 5% of fully diluted shares as of June 30, 2026, plus a discretionary framework for further issuances—are allocations the board controls, not a stockholder right to compel mission spending. [2]

The structure public stockholders are being asked to accept is therefore coherent, and it should be read as such. Delaware authorizes the board to trade their pecuniary interests against a charter purpose and against affected stakeholders, protects directors who do that trade in an informed and disinterested way, bars the beneficiaries of the purpose from suing, and limits stockholder suits to holders of $2 million (the lesser figure, once listed) who can also clear the safe harbor. Anthropic then places board control in a trust and voting control in the founders, so that the people most likely to use even that limited suit are not the people who pick the directors. The biennial statement tells stockholders how the board says the balance is going. It does not let them redo it.