The stock market debuts being prepared by SpaceX and Anthropic will put large blocks of shares into public hands, but they will come with governance rules that give founders a decisive say over the companies. Both groups have opted for multi-class capital structures that set aside the principle of one share, one vote, a model that is drawing scrutiny from large institutional investors because it sharply limits shareholders' ability to take part in corporate decisions.
SpaceX chose a dual-class structure for its listing in order to protect Elon Musk's position, granting ten votes to each class B share for every single vote attached to class A stock. Anthropic has taken the approach further. The AI laboratory will have five different classes of shares, of which only class A will be listed. Among them stands out class F: a single share that will carry 50.1% of voting rights on all matters submitted to the shareholders' meeting, including the appointment of a majority of board members. That super-share will be held by the company's founders. The prospectus argues that the seven cofounders — Dario Amodei, Daniela Amodei, Tom Brown, Jack Clark, Jared Kaplan, Sam McCandlish and Christopher Olah — have, as a group, singular qualifications to safeguard its mission.
In a 355-page document still dotted with blanks to be filled in as it gauges investor demand, Anthropic describes a novel capital and corporate governance structure. The company has been set up as a public benefit corporation, a formula it says is consistent with its commitment to the safe and responsible development of AI and which obliges it to balance the interests of investors and of society, in order to defend the responsible development and maintenance of advanced AI for the long-term benefit of humanity.
The wave of listings tied to enthusiasm for AI has reopened a debate among institutional investors about whether to back companies with dual-class shares. Norway's sovereign wealth fund, Norges Bank Investment Management, which manages more than $2.3 trillion across more than 7,000 listed companies, has warned that unequal voting rights can entrench management and expose minority shareholders to a greater risk of decisions that reduce the value of the company, and has opposed the use of multi-vote shares in listings. Despite that criticism, the fund took part in SpaceX's IPO and controls 0.05% of the company. The OECD has also weighed in, noting that the adoption of such structures may limit the influence of both institutional investors and small shareholders.
Institutional Shareholder Services, the leading proxy adviser, considers dual-class voting structures a corporate governance problem and recommends that shareholders vote against them, although this year it introduced an exception for companies that use such shares for a limited period. The Investor Stewardship Group has also rejected the model, while the Council of Institutional Investors goes further and limits the use of these structures to seven years.
The controversy is not new. Between 2017 and 2023 the S&P 500 barred the inclusion of new companies with dual-class structures, and between 1926 and 1984 the New York Stock Exchange prohibited shares with differentiated voting rights — an achievement of William Ripley, a Harvard professor of Political Economy and a firm defender of one share, one vote, who described such structures as a supreme infamy.
Joe Amato, head of equity investments at the asset manager Neuberger, wrote in a report linked to SpaceX's listing that innovation requires patience and that markets often reward short-term certainty over long-term value creation. He nonetheless recalled that structures dependent on founders can become a problem: the question, he argued, is not whether entrenched control is wanted now, but whether it will still be wanted after a succession, a strategic shift or a corporate crisis.
Neither company is breaking new ground. Alphabet and Meta have dual-class structures that give their founders ten votes per class B share against one vote per listed class A share. Berkshire Hathaway also has two classes, though in its case they were created so that small investors could participate more easily; class A shares trade at $817,500 and class B at $541, at a time when fractional shares could not be bought through any broker. Ford, numerous Swedish listed companies and, in Spain, Puig also use such structures, in these cases tied to the weight of founding families. Markets including the United Kingdom and Spain have approved their use in recent years to encourage listings.
There are also cautionary examples. WeWork was forced to suspend its listing after presenting a structure that gave its founder 20 votes per share. The $40 billion valuation the company reached in 2019 evaporated within hours, and market enthusiasm for coworking spaces vanished with it.
Sources: El País Economía.