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Anthropic股东永远看不到的秘密继任排名(除非公司被下令公开)The secret succession rankings that Anthropic shareholders will never see (unless the company is ordered)

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Anthropic首席执行官达里奥·阿莫代伊Anthropic CEO Dario Amodei

Anthropic 设计了一种不寻常的方式,让其创始人传递权力。在其首次公开募股(IPO)申报文件中,Anthropic 列明,其七位联合创始人合计持有 50.1% 的投票控制权,他们将能够制定一份按偏好顺序排列的名单,指定在其死亡或丧失行为能力时由谁来继承其权力。特别值得注意的是,虽然这些名字会与其他有限责任公司(LLC)成员以及 Anthropic 的提名委员会共享,但除此之外,它们在合同层面上属于保密信息,通常不对外公开。

Anthropic has devised an unusual way for its founders to pass on their power. In its IPO filings, Anthropic outlined how seven of its cofounders, who collectively have 50.1% of voting control, will be able to create a ranked list of who they'd like to inherit their power in the event of their death or incapacitation. What's particularly notable is that while the names would be shared with the other LLC members and Anthropic's Nominating Committee, they are otherwise contractually confidential and generally not public.

Anthropic 首席执行官 Dario Amodei、总裁 Daniela Amodei 以及另外五位 LLC 成员将审查并投票决定是否批准其同僚创始人提出的继任人选,但这些名字极有可能永远不会被其他股东知晓。(该协议仅允许在极少数情况下公开,例如法院命令或其他法律要求。)根据该协议——最早由《福布斯》披露——Founders LLC 的每位成员最多可指定 10 位潜在继任者,并按偏好顺序排序。

Anthropic CEO Dario Amodei, Anthropic President Daniela Amodei, and the five other LLC members will review and vote on whether to approve their fellow founders' proposed successors, but the names will likely never be seen by other shareholders. (The agreement allows for the publication only in narrow circumstances, such as a court order or other legal requirement.) Under the agreement, which was first highlighted by Forbes, each member of the Founders LLC may name up to 10 potential successors, ranked in order of preference.

随后,其他 LLC 成员必须投票批准这些秘密名单。虽然继任计划并不罕见,但 Anthropic 的做法在对潜在继任者进行排序这一点上显得与众不同。这也凸显了,得益于 Founders LLC,随着股东在 IPO 后开始行使发言权,Anthropic 的领导层仍将能够保持控制权。Facebook 2012 年的 IPO 文件曾表明,如果 Mark Zuckerberg 在去世时仍掌控公司,控制权可移交给他指定的人选。

The other LLC members must then vote to approve the secret lists. While succession plans are not unusual, Anthropic's approach is unusual in how it ranks potential successors. It also underscores how, thanks to the Founders LLC, Anthropic's leaders will be able to maintain control as shareholders begin to offer input post-IPO. Facebook's 2012 IPO paperwork suggested that if Mark Zuckerberg were in control of the company at the time of his death, then control could be transferred to someone he designated. (Meta has since tweaked this plan.)

(Meta 此后已调整了该计划。)2020 年,Airbnb 的三位联合创始人同意在其中一人死亡或丧失行为能力时,将其投票权转移给其他联合创始人,但该安排(至今仍然有效)仅维持九个月。该继任计划并不确立首席执行官继任安排。Anthropic 的董事事会将负责处理此类首席执行官任命事宜。

In 2020, Airbnb's three cofounders agreed to transfer their voting power to their other cofounders if one of them died or became disabled, but that arrangement (which still exists) only lasts for nine months. The succession plan does not establish CEO succession. Anthropic's board of directors would handle such a chief executive appointment.

Anthropic 创始人在列出潜在继任者名单时也面临一些限制。他们 10 位潜在继任者中的 8 位须符合资格要求,包括被提名人为 Anthropic 或其子公司的现任或前任员工,或曾在“501(c)(3) 免税组织,或主要宗旨为研究、教育或促进公共利益的国家级或国际级组织”任职。无论哪种情况,该人员须在上述机构任职至少三年。

There are also some limitations to who the Anthropic founders can name on their lists. Eight of their 10 potential successors are subject to eligibility requirements, including that the person named is a current or former employee of Anthropic or one of its subsidiaries, or has worked for "a 501(c)(3) tax-exempt organization or a national or international organization whose primary purpose is research, education, or the promotion of public benefit." In either case, the person must have worked there for at least three years.

若在 Anthropic 任职,须曾担任技术员工、公司内部智库成员,或经董事会及其他多数成员批准的其他职务。若在 Anthropic 以外机构任职,须曾在该非营利组织担任高级职务。这些继任者还必须是美国公民、永久居民,或持有有效工作授权。若创始人列满全部 10 位潜在继任者,其余 2 位无需满足上述资格要求,但同样须获得必要批准。

If the person worked for Anthropic, they must have held a specific role, such as a member of the technical staff or the company's internal think tank, or another role approved by the board and a majority of the other members. If they worked outside Anthropic, they must have held a senior role at the nonprofit. These successors must also be US citizens, have permanent residency, or have valid work authorization. The other two names, if a founder names all 10 potential successors, are not subject to the eligibility requirements, but they must also receive the required approval.

继任计划并非永久有效。根据协议,继任成员一般将在 Anthropic 首次公开募股(IPO)十周年时不再担任成员。此后,继任指定人仅可在过渡期内的有限情况下被接纳。

The succession plan doesn't last forever. Under the agreement, a successor member generally would cease to be a member on the 10th anniversary of Anthropic's IPO. After that point, successor designees may be admitted only in limited circumstances during a transition period.

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