Anthropic’s board has seven seats, and the trust that fills four of them is currently one director short. On paper that four-seat bloc is a majority. With a chair empty, it is half of a six-person board, and the tiebreaking vote belongs to the chief executive.
That arithmetic comes from an independent reading of Anthropic’s certificate of incorporation, posted Wednesday on LessWrong by a pseudonymous author who writes as loops. The post sits under Personal Blog, and the author is modest about it: “This post isn’t very interesting; I’m mostly writing this to reference when I discuss Anthropic’s corporate structure in the future.” Anthropic has said nothing about the analysis. Everything below is loops’s reading of the filing, not a statement from the company.
Here is how loops reads the seats. Common shareholders elect two directors, Dario Amodei and Daniela Amodei. Voting preferred shareholders elect one, Yasmin Razavi. The Long Term Benefit Trust (LTBT) elects four: Reed Hastings, Chris Liddell, Vas Narasimhan, and an open seat. Jay Kreps resigned from the board in May, which loops presumes was over a conflict of interest, and the trust has not named a successor. The author adds, plainly, that the trust “should really get on filling that vacant seat.”
What follows is our inference, not the post’s. If directors split along the lines of who elected them, a full board hands the trust a 4 to 3 win. Today it is 3 to 3. The certificate, as loops reads it, lets the chief executive break a tie so long as that person sits on the board and has no conflict in the vote, and loops notes the current one does. So the empty chair moves the deciding vote on a divided board from the trust’s appointees to the executive who sits beside them. Real votes rarely split so cleanly, and directors owe duties as individuals. But the structure was built around that four-seat majority, and it is not there now.
The trust itself is stranger than its board role suggests. It owns a single share of class T stock. Until a September amendment it owned 1,000, and that amendment applied a 1000 to 1 reverse split, leaving exactly one. The trust runs under an agreement that is not public, and loops says it has no duty to file anything about it.
Its trustees also choose their own successors. Anthropic’s materials say “Trustees serve one-year terms and future Trustees will be elected by a vote of the Trustees,” though loops allows that the private agreement may add further rules. Nothing in the certificate lets other shareholders overrule the trust. One section does allow class T shares to be converted to common stock, but only with the trust’s consent plus a supermajority of several share classes. From that, loops concludes that any way of dismantling the trust must be written into the trust agreement.
A second hidden document may matter as much. The certificate refers to a “Voting Agreement” involving the trust and uses it to define who counts as a founder, which suggests it is already in force. Loops says it could bind how the trust appoints directors. It is not public either.
The post also makes a prediction, flagged by the author as a guess. Loops expects Anthropic to amend the certificate again just before an IPO closes, and expects that amendment to be the consequential one, since it is where special voting rights for founders would appear. The post says that was “reported” and does not confirm it, and we have not seen it confirmed.
The author’s request is specific: publish the trust agreement and the Voting Agreement, and do it now rather than at the IPO, though a delay of a month or two would not be a disaster. The leverage is Anthropic’s own stated public benefit, “to responsibly develop and maintain advanced AI for the long term benefit of humanity.”
Anyone asked to buy into the offering will be pricing a company whose two controlling contracts they cannot read, and until the seat is filled the check on its chief executive is a tie.
Based on “Anthropic’s corporate structure,” an independent analysis by the pseudonymous author loops, published on LessWrong on 7 October 2026.
