Could the United States Seize Anthropic at a Discount?

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Anthropic filed its S-1 with the Securities and Exchange Commission on October 27, 2026, launching IPO marketing this week with a target valuation of $1.4 trillion. techpolicy.press's analysis by Duke Law School Assistant Clinical Professor Keith Porcaro argues the filing may be missing a material risk: that the United States government could legally seize operational control of the company, and potentially do so for far less than that headline number.

This piece unpacks Porcaro's legal argument for policymakers, investors, and anyone following AI governance — examining how Anthropic's unusual dual-class share structure creates a theoretical seizure window, what "just compensation" would actually require the government to pay, and why the same vulnerability extends across the broader AI industry.

01Anthropic's $1.4 Trillion IPO and Its Unusual Governance

Anthropic's S-1 runs through the standard investor-warning playbook: ballooning computing costs, existential risk language, and the competitive pressures of a fast-moving AI market. The filing sets a target IPO valuation of $1.4 trillion. What it does not flag explicitly is a structural feature of its own governance that creates an asymmetry between who controls the company and who owns its economic value.

That structure splits into two special share classes. A Long-Term Benefit Trust holds a "Class T" share that grants it the power to appoint a majority of Anthropic's board of directors. A "Founder LLC" holds a "Class F" share carrying 50.1% of voting power across all shareholder matters.

Anthropic states in its amended S-1 that neither the Class T nor the Class F share carries any claim to the company's economic value — all or nearly all of that value sits with ordinary shareholders. Yet, as Anthropic itself acknowledges: "the LTBT and the Founder LLC will collectively have the ability to elect all members of our board of directors, and the Founder LLC will have the ability to determine the outcome of all matters submitted to a vote of our stockholders generally for the foreseeable future."

02Government Seizure Power Under the Fifth Amendment

The federal government holds broad authority to seize private property under the Fifth Amendment's Takings Clause, which requires "just compensation" but does not otherwise limit what can be taken. That includes land, copyrights, patents, and corporate stock. State and local governments hold parallel powers.

In a simple single-class example, seizing a company with 100 million shares at $2 per share would cost the government $200 million for full control, or roughly $102 million for 51% — enough to appoint and remove board members and executives. Minority shareholders could sue, arguing an "effective taking" destroyed their shares' value, though the case grows weaker if the government continues running the business rather than shutting it down.

The more complex scenarios involve multiple share classes. Mark Zuckerberg controls 61% of Meta's voting power while holding roughly 13% of its economic stock.

At Alphabet, Class B shares carry 10 votes each while Class A shares carry one, and Class C shares carry none. The newly for-profit OpenAI is controlled by a nonprofit holding 26% of its stock but with the power to appoint every board member.

03Seizing Control Shares With Zero Economic Value

Porcaro's central question is narrow: if the government wanted to seize control of Anthropic, it would not need to buy the whole company — it would only need to acquire the Class T and Class F shares. Those two shares collectively determine every governance outcome. Their stated economic value, per Anthropic's own S-1, is essentially zero.

"Just compensation" for a taking must reflect the value of what is seized. Two shares with no economic claim to Anthropic's earnings or assets might command compensation well below $1.4 trillion — potentially far below it. The controlling interest is worth something, but courts would have to construct a valuation framework with little precedent for shares deliberately stripped of economic rights.

Anthropic's Public Benefit Corporation status adds a further complication for ordinary shareholders seeking redress. PBC law permits directors and officers to take actions advancing the company's stated purpose even when those actions do not maximize shareholder returns. Anthropic's own S-1 warns that the Trust may exercise its powers in ways adverse to other shareholders' economic interests.

04The Scenarios That Could Trigger a Seizure Attempt

Porcaro identifies several plausible triggers without asserting any is likely in the near term. A government might act if Anthropic reached 90% of the way toward an especially dangerous or difficult-to-control technology, produced a bioweapon in its wet lab, or became entangled in a new geopolitical crisis. Political friction — Anthropic getting "on the government's bad side again" — is also listed as a possible motivation.

The legal path would be novel enough that courts might view the approach with skepticism, and the practical consequences would be severe. Engineers could flee.

Markets would respond. Shareholders would sue, potentially arguing that seizing governance-only shares constitutes an effective taking of the economic value those shares control.

Still, Porcaro argues that in the right emergency, a government might take the risk. The vulnerability is not unique to Anthropic: any AI company that concentrates control in a small number of shares while separating that control from economic ownership faces a comparable exposure.

05Why the AI Industry May Have Created This Opening Itself

The irony Porcaro identifies is structural. AI companies, including Anthropic, have invested heavily in public messaging about the dangers of their own technology and the importance of oversight. That framing — made in earnings calls, congressional testimony, and regulatory filings — could one day supply the legal and political rationale for exactly the kind of emergency intervention Anthropic's governance structure makes theoretically affordable.

The Takings Clause does not require the government to prove a company is dangerous; it requires only authorization, a public purpose, and just compensation. If courts accept that controlling two shares with zero economic value is worth something less than $1.4 trillion, the arithmetic of seizure changes substantially. Porcaro frames this as a cost of concentrating governance power in a small number of people while working on technology the industry itself describes as potentially catastrophic.