2026 Sustainable Investing Trends

Corporate Governance Models Are Changing Ahead of Anticipated Mega-IPOs

By the end of this year, we’re likely to see three of the largest (by valuations) and most significant public stock offerings in recent market history. These events will test how longstanding corporate governance standards evolve, given the controlling entities and structures of these companies that are defining today’s revolutionary technologies.

SpaceX, OpenAI and Anthropic have distinct approaches to balancing control, capital and long-term responsibility, and none operates under the traditional public corporate model. Instead, each deliberately separates economic ownership from decision-making authority.

The core issue isn’t which governance model is theoretically superior, but how, in practice, each structure shapes accountability, risk and the durability of shareholder returns over time.

How Does SpaceX’s Founder-Controlled Governance Work?

SpaceX exemplifies founder-led governance on a massive scale, potentially surpassing Facebook’s IPO valuation by 17 times. Its governance model emphasizes centralized power that will likely continue well beyond its public debut.

The dual-class structure assigns 10 votes per share to Class B shares, compared to one vote per share for Class A shares offered to the public, ensuring the founder retains control. At the same time, investors hold only economic interests and limited voting influence.

We don’t believe this structure is inherently bad, as it can support long-horizon execution in a capital-intensive business where continuity matters. Nonetheless, it removes many of the traditional accountability mechanisms that investors look for.

The founder retains enough votes to hire and fire directors. Board independence is limited, leadership may not be meaningfully challenged, and shareholder rights are structurally constrained.

This creates a clear trade-off — gaining exposure to a high-growth company with strong strategic direction but relying almost entirely on the judgment of a single leader. Shareholder engagement shifts from actively exerting influence to monitoring, including disclosures, disciplined capital allocation and risk management.

What Is OpenAI’s Dual Mandate?

OpenAI takes a different approach by embedding mission into governance. Its current structure separates corporate control from equity capital by placing a nonprofit foundation above a for-profit PBC.¹

The foundation appoints the board and retains ultimate oversight, ensuring that the company’s mission remains central as it scales. At the same time, the PBC permits OpenAI to access significant external capital. This creates a dual mandate at the board level that can be tricky to navigate: optimize financial performance or stay true to the mission? This model introduces a different set of questions for investors.

While governance is more structured and includes more independent oversight than at SpaceX, control doesn’t reside with shareholders. The key issues are how effectively the board navigates the trade-offs between financial returns and corporate mission, and whether these decisions are transparent and consistent.

Including safety oversight in OpenAI’s governance reflects the nature of the underlying technology, but it also adds a layer of complexity that investors should understand. Engagement under this model focuses on board composition, clarity of decision-making, and the quality of disclosure on how the company balances competing objectives.

How Independent Oversight Shapes Anthropic’s Governance

Anthropic introduces a third model that pushes governance further into independent oversight. The company combines a public benefit corporation with a Long-Term Benefit Trust (LTBT), which will gradually assume control of the board.

Trustees are independent and don’t have a financial stake in the company, which separates oversight from capital more explicitly than in traditional structures. As the trust gains authority, shareholder influence declines over time. The intent is clear: to address the long-term risks associated with advanced artificial intelligence (AI) by embedding oversight directly into Anthropic’s governance.

This structure presents both opportunity and uncertainty for investors. It aligns governance with long-term outcomes and external considerations but remains largely untested at scale. (Anthropic’s latest funding round values the company at just under $1 trillion, which would put it within striking distance of the 10 most valuable companies in the S&P 500^® Index).

Therefore, engagement focuses on understanding the structure itself rather than on influencing outcomes in the traditional sense. Key questions include how trustees are selected, how decisions are communicated, and how accountability is maintained without direct financial alignment.

Taken together, these companies are shaping the structure of corporate governance in public companies. SpaceX concentrates control to maximize speed and consistency of execution. OpenAI structures control to preserve its mission while gaining access to more capital. Anthropic delegates control to an independent body to prioritize long-term oversight. Each approach reflects a different view of accountability, risk and time horizon, which affects relationships between ownership and influence.

Figure 1 | Comparing Governance Structures in Three Highly Influential Companies

^{Source: American Century Investments research.}

What Do These New Governance Trends Mean for Investors?

We believe these governance models call for a more deliberate approach to stewardship. Control can no longer be inferred from ownership; it must be explicitly analyzed.

Shareholders should understand who appoints board members, who has the authority to remove directors and/or management and who makes key decisions. Public benefit structures require boards to consider priorities beyond those of shareholders, raising new questions about measurement, disclosure and consistency.

Investors’ ability to assess governance quality will depend on how clearly companies articulate these trade-offs and how rigorously they disclose the ways they are handled.

Engagement strategies must also evolve. In a founder-controlled model, influence is limited, so the focus shifts to transparency and oversight of key risks. In a nonprofit-controlled model, engagement centers on governance processes and on how decisions reflect both mission and financial objectives. Under a long-term benefit trust model, engagement focuses on the structure's design and independence. Traditional tools remain relevant but must be applied differently depending on where authority resides.

With these three massive IPOs, governance of public companies enters a new phase. These structures are more varied and, in some cases, more complex than the standard corporate model. They reflect the vision and influence of their founders, the scale of the companies’ capital requirements, and the far-reaching nature of the technologies they offer.

Governance issues are unlikely to determine initial valuations, but they will affect long-term outcomes. In our view, this warrants heightened investor focus as this shift gets underway.

^{¹Public benefit corporations aim to balance shareholder profit with a dedication to creating a significant positive impact on society, the environment or the public good.}