Key facts
- Anthropic is planning one of the biggest IPOs in history as a public benefit corporation.
- Public benefit corporations (PBCs) require directors and executives to balance investor interests with those materially affected by their conduct and their stated public mission.
- PBCs must include language in their charter describing their public mission.
- OpenAI Group also adopted the PBC structure, stating its mission is to ensure artificial general intelligence benefits all of humanity.
- PBCs must develop standards for meeting their mission and report on progress at least every two years.
- Shareholders can sue a PBC's board for failing to comply with its public benefit, requiring ownership of at least 2% of stock or stock worth $2 million.
AI lab Anthropic, developer of the AI model Claude, is preparing for one of the largest initial public offerings in history, structured as a public benefit corporation (PBC). This legal framework mandates that a company's management must consider broader societal interests alongside investor profits. Delaware introduced PBCs in 2013 to address potential negative impacts of corporate behavior.
Unlike traditional corporations where the board's fiduciary duty is primarily to shareholders, PBC directors and executives are required to balance this duty with the interests of those materially affected by the company's conduct and the achievement of its stated public mission. Anthropic's amended certificate of incorporation, dated May 7, 2026, specifies its public benefit as "to responsibly develop and maintain advanced AI for the long term benefit of humanity." Similarly, OpenAI Group, developer of ChatGPT, adopted the PBC structure in its October 28, 2025, certificate of incorporation, stating its mission is to "ensure that artificial general intelligence benefits all of humanity."
While PBCs remain a small segment of the stock market, their numbers have been increasing. Examples of publicly traded PBCs include insurer Lemonade, which integrates charitable giving into its mission, and eyewear maker Warby Parker, focused on providing access to vision products and services. Both companies also aim to positively impact their operating communities.
A PBC must establish standards for meeting its mission and report on its progress at least biennially. Anthropic's IPO filing documents indicate its board is protected from legal liability for informed decisions that consider investor interests, its public benefit, and stakeholder impacts, warning that conflicts may not always be resolved in favor of shareholders. OpenAI, however, stated in its incorporation documents that its board must solely consider its mission regarding safety and security issues, not shareholder interests, a stance highlighted by its recent decision to scrap a model release due to security concerns.
There is no mandatory independent auditing process for PBCs to ensure compliance with their mission statements, though some seek certification from the nonprofit B Lab, becoming "B Corps." Shareholders of a PBC can sue the board for failing to comply with its public benefit, provided they own at least 2% of the stock or stock valued at $2 million, potentially by forming a group. Delaware corporate law in this area is still developing, with limited court rulings. Notably, a Delaware judge ruled earlier this year that PBCs are not obligated to secure the highest possible stock price during a sale, a departure from the standard for traditional corporations.