By Tom Hals
WILMINGTON, Delaware, Sept 29 (Reuters) – AI lab Anthropic, the developer of Claude, is planning one of the biggest IPOs in history as a public benefit corporation, a legal structure that requires management to consider certain broader interests as well as turning a profit for investors. Below is a look at how public benefit corporations differ from traditional companies.
WHAT ARE PUBLIC BENEFIT CORPORATIONS?
Delaware, home to the majority of large publicly traded companies, created public benefit corporations or PBCs in 2013 as a way of addressing the potential negative impacts of corporate behavior.
PBCs are expected to seek a profit for their investors, like the typical corporation. But while a corporate board has a fiduciary duty to act in the best interests of the company, a PBC’s directors and executives are required to balance that with the interests of those materially affected by its conduct and with achieving its stated public benefit or mission.
PBCs must include language in their charter describing their public mission. Anthropic stated in its amended certificate of incorporation dated May 7, 2026, that “the specific public benefit that the corporation will promote is to responsibly develop and maintain advanced AI for the long term benefit of humanity.”
OpenAI Group PBC, developer of the ChatGPT chatbot, has also adopted the structure and stated in its certificate of incorporation dated October 28, 2025, that its mission is to “ensure that artificial general intelligence benefits all of humanity, including by conducting and/or funding artificial intelligence research.”
ARE MANY COMPANIES STRUCTURED AS PBCS?
PBCs remain a tiny part of the stock market although their number has been growing for the past 15 years. Publicly traded PBCs include the insurer Lemonade, which describes its mission as delivering insurance products where charitable giving is a core feature, and Warby Parker, an eyewear maker that says its public benefit is to provide access to products and services that promote vision and eye health. Both also state they seek to positively impact communities in which they operate.
WHAT DOES A PBC DO DIFFERENTLY?
A PBC can still chase profit like a traditional company, but it also must develop standards for meeting its stated mission and report on its progress at least once every two years.
Anthropic said in its IPO filing documents that its board is protected from legal liability if it makes informed, disinterested decisions that consider its three main interests: investors, its public benefit and stakeholders impacted by its conduct. It warned that the board may not resolve conflicts among those interests in favor of shareholders.
Rival AI company OpenAI Group stated in its 2025 certificate of incorporation that its board must solely consider its mission, and not the interests of shareholders, when it comes to safety and security issues related to the OpenAI enterprise. The company scrapped the release of its latest model on Monday amid security concerns.
WHO ENFORCES THE PUBLIC MISSION?
There is no legally required independent auditing process to ensure a company complies with its mission statement. Some PBCs have sought certification from B Lab, a Philadelphia-based nonprofit, on various social and environmental practices. Certified companies refer to themselves as B Corps.
PBC shareholders have a right to sue the board for failing to comply with its public benefit, and the Delaware law requires the plaintiff to own at least 2% of the stock or hold stock worth $2 million. Investors can form a group to reach that limit.
Delaware corporate law is generally developed through court rulings, and there are very few cases to guide the application of PBC law. Etsy said in 2017 that one of the reasons it did not pursue conversion to a PBC was the legal uncertainty.
Earlier this year, a Delaware judge ruled that PBCs are not obligated to get the highest reasonable price for their stock when the company is up for sale, in contrast to a traditional corporation in the same scenario.
(Reporting by Tom Hals in Wilmington, Delaware; Editing by Amy Stevens and Matthew Lewis)
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