The Long-Term Benefit Trust

Today we are sharing more details about our new governance structure called the Long-Term Benefit Trust (LTBT) , which we have been developing since the birth of Anthropic. The LTBT is our attempt to fine-tune our corporate governance to address the unique challenges and long-term opportunities we believe transformative AI will present .

The Trust is an independent body of five financially disinterested members with an authority to select and remove a portion of our Board that will grow over time (ultimately, a majority of our Board). Paired with our Public Benefit Corporation status, the LTBT helps to align our corporate governance with our mission of developing and maintaining advanced AI for the long-term benefit of humanity.

A corporation is overseen by its board of directors. The board selects and oversees the leadership team (especially the CEO), who in turn hire and manage the employees. The default corporate governance setup makes directors accountable to the stockholders in several ways. For example:

Importantly, the rights to elect, remove, and sue directors belong exclusively to the stockholders. Some wonder, therefore, whether directors of a corporation are permitted to optimize for stakeholders beyond the corporation’s stockholders, such as customers and the general public. This question is the subject of a rich debate, which we won’t delve into here. For present purposes, it is enough to observe that all the key mechanisms of accountability in corporate law push directors to prioritize the financial interests of stockholders.

Corporate governance has seen centuries of legal precedent and iteration, and views differ greatly on its effectiveness, strengths, and weaknesses. At Anthropic, our perspective is that the capacity of corporate governance to produce socially beneficial outcomes depends strongly on non-market externalities. Externalities are a type of market failure that occurs when a transaction between two parties imposes costs or benefits on a third party who has not consented to the transaction. Common examples of costs include pollution from factories, systemic financial risk from banks, and national security risks from weapons manufacturers. Examples of positive spillover effects include the societal benefits of education that reach beyond the individuals being educated, or investments in R&D that boost entire sectors beyond the company making the investment. Many parties who contract with a corporation, such as customers, workers, and suppliers, are capable of negotiating or demanding prices and terms that reflect the full costs and benefits of their exchanges. But other parties, such as the general public, don’t directly contract with a corporation and therefore do not have a means to charge or pay for the costs and benefits they experience.

The greater the externalities, the less we expect corporate governance defaults to serve the interests of non-contracting parties such as the general public. We believe AI may create unprecedentedly large externalities , ranging from national security risks, to large-scale economic disruption, to fundamental threats to humanity, to enormous benefits to human safety and health. The technology is advancing so rapidly that the laws and social norms that constrain other high-externality corporate activities have yet to catch up with AI; this has led us to invest in fine-tuning Anthropic’s governance to meet the challenge ahead of us.