Anthropic Files for IPO With a Kill Switch Wall Street Can Pull

Anthropic confidentially filed for an IPO on Monday at a reported $965 billion valuation, becoming the third company in history to sell shares with investor-overriding mission guardians embedded in its structure — and the first to give Wall Street a kill switch.

A new Harvard Law paper, AI Corporate Governance and Ben & Jerry's Risk, by professor Jesse Fried and S.J.D. candidate Idan Reiter, lands as OpenAI's governance faces unprecedented scrutiny. A federal jury ruled against Elon Musk's lawsuit against OpenAI on May 18. Former board members have testified about being misled by CEO Sam Altman. Florida sued Altman over ChatGPT safety warnings. Multiple wrongful death lawsuits allege ChatGPT contributed to self-harm and violence.

What does the Ben & Jerry's precedent show?

When Unilever acquired Ben & Jerry's in 2000, it agreed to install self-perpetuating independent directors who could override Unilever to protect the brand's social mission. For two decades, tensions stayed behind closed doors. Then in 2021, the independent board announced it would not renew the license of Ben & Jerry's Israeli licensee, over Unilever's objections.

Counterboycotts, state divestments, activist investor interventions, lawsuits, and the resignation of Unilever's CEO followed. Unilever's stock fell 8% in the first week alone and dropped more than a fifth over the following six months. Seven states — Florida, Texas, New York, New Jersey, Arizona, and Illinois — divested pension fund holdings totaling almost $1 billion. Unilever lost between $20 billion and $26 billion in market capitalization.

Fried and Reiter call this the "Ben & Jerry's risk": guardians harm investors and achieve the opposite of their stated mission. "Basically these people could do whatever they wanted, no matter how much damage it would inflict on Unilever, and they couldn't easily be removed," Fried told Fortune. He called it "an ill-considered arrangement" that he assumed no one would replicate. Then came OpenAI.

Did OpenAI's structure solve the problem?

Before its 2025 restructuring, OpenAI had nonprofit directors controlling a for-profit subsidiary. The board fired Sam Altman in November 2023, reportedly over safety concerns. Nearly all of OpenAI's 770 employees threatened to leave for Microsoft, forcing the board to reverse course. Altman returned. Safety-focused board members were pushed out. Prominent safety researchers departed to start competing ventures.

"I'm not saying these people were bad people, or they did the wrong thing," Fried said. "I'm just saying, if you look at it in retrospect, they not only put investors at risk but achieved the exact opposite of their mission, as they saw it. They thought that Sam Altman could not be trusted to lead a safe OpenAI. He's still there. All the board members who cared about safety are gone."

OpenAI completed its conversion to a public benefit corporation in October 2025. The OpenAI Foundation retains control through the power to appoint every director on the board. The Foundation's Safety and Security Committee holds veto rights over safety-related decisions. On paper, mission governance survives.

Why is Anthropic's structure different?

Anthropic pairs a controlling mission entity — the Long-Term Benefit Trust — with a public benefit corporation. The critical difference: a supermajority of Anthropic's investors can terminate the Trust and remove the directors it appointed. Fried said this kill switch makes the arrangement workable. "It puts a constraint on the guardians, because they don't want to be thrown out," he said. "If investors really don't like what the guardians are planning to do, I expect the guardians will back off."

The Trust's powers are also more limited than OpenAI's Foundation. It can only nominate a majority of the board, not the entire board. Certain decisions require a supermajority at the board level, further diluting guardian control.

What could go wrong at Anthropic?

Fried acknowledged a key caveat: Anthropic hasn't been tested yet. The kill switch is a theory about what will happen under pressure. "If Anthropic works for 10 or 15 years, maybe somebody will use a structure like that again," he said. "But otherwise I don't see it."

What worries Fried more is the trajectory of OpenAI heading into an expected IPO. "If OpenAI has difficulty pulling off an IPO at a reasonable valuation because of its structure, it wouldn't surprise me if OpenAI goes back to the attorneys general and asks to have the October 2025 agreement modified," he said. "Sam Altman seems to be quite effective at getting what he wants."

Fried considers OpenAI's removal of the word "safely" from its mission statement during the restructuring less significant than critics claim. "I think the removal of the word 'safely' from the mission statement is not that consequential," he said. "The Foundation is still mandated by state attorneys general to focus on safety and security, and retains veto rights on those issues."

So what happens next?

Of the three companies that have ever installed investor-overriding mission guardians in a for-profit context, two have failed or been effectively neutered. Ben & Jerry's ended in spectacular failure. OpenAI's version melted down once and remains structurally contested. Anthropic's is untested and includes a kill switch that may render it moot under real pressure.

The paper notes that when safety-focused researchers like Ilya Sutskever and Mira Murati left OpenAI to found their own companies, neither adopted a guardian structure. "When you're building a governance arrangement, it has to work for the long term," Fried said. "You have to look beyond who are the people there now, and imagine successors who are not as congenial. The world's going to change. That's what happened at Ben & Jerry's."

Anthropic's IPO will be the first real-world test of whether a mission guardian structure can survive contact with public-market pressure — or whether investors will simply pull the switch.