How the promise is held
Who holds the trustees to the Purpose.
The enforcers, the amendment failsafe and its non-amendable core, and where the estate goes if the Trust ever ends.
§ 06
Who holds the trustees to account
The enforcers, in place of the Attorney General.
A charity is watched by a state Attorney General. A noncharitable purpose trust is not: it draws no automatic Attorney General supervision. We say this plainly, because it is the honest fact around which the rest of the design is built. In place of that oversight, the Trust names its own enforcers, each a fiduciary of the Purpose with standing to compel the trustees to honor it in the Delaware Court of Chancery. This is the same approach the Anthropic trust uses, and it is engineered by drafting rather than inherited from the state.
The Tessera Initiative
A Delaware nonstock corporation exempt under § 501(c)(3), for as long as it exists and remains exempt. Naming a charity as the standing enforcer is the mechanism that reclaims charity-grade accountability without placing control of the company in a charity's hands. The Initiative runs the programs and enforces the Trust; it does not control the company.
Long-term stockholders
Any stockholder or group that has held a meaningful stake, on the order of ten percent, for a sustained period, on the order of three years, gains standing as an additional enforcer. Exact thresholds are set at execution. Those with durable capital at risk can also hold the trustees to the Purpose.
§ 07
The failsafe, and its limits
Strong, but not a dead hand.
A lock that can never change is brittle, and courts are wary of provisions meant to bind forever. The Trust is built to be durable without being a dead hand. Its own powers and terms, other than the Purpose itself, can be amended by a supermajority of the company's stockholders without the trustees' consent, on the model of the Anthropic Long-Term Benefit Trust. The required supermajority rises as the Trust's control phases in, so that evolving the governance always takes a broad and durable consensus, never an ordinary majority.
Underneath the failsafe sits a core that cannot be altered at all while any Tessera school operates: the Purpose itself, the veto over a sale of the company, the veto over amending the charter and its public benefit purpose, and the veto over any loss of the Trust's control. Amending the Class M provisions in the charter separately requires both the Trust's written consent and an eighty percent stockholder vote, with that same non-amendable core carved out again. This is deliberately strong; it is deliberately not absolute. A durable consensus can evolve the governance over time. No ordinary majority can quietly unpick the lock.
§ 08
If the Trust ever ends
The remainder goes to a charity, never to heirs.
The Trust is intended to be perpetual and has no scheduled termination. But an instrument should say what happens in the case it is built to avoid. If the Trust ever terminates for any reason, its estate, including the Class M stock, passes by an express remainder to a Delaware nonstock organization described in § 501(c)(3) with purposes substantially similar to the Purpose, designated by the enforcers. This express remainder displaces the default reversion that Delaware law would otherwise apply under 12 Del. C. § 3592, so that no settlor's successor, and no founder's heir, can ever take an interest in the control stock. If the Trust fails as a valid purpose trust, the Class M stock passes the same way, to a substantially similar charity. Control never falls back to private hands.
§ 09
This is not novel
The form that has actually held up.
None of this is invented for Tessera. Every load-bearing piece is borrowed from a structure that already exists and already works at scale. We chose the parts that have survived contact with real money.
The Long-Term Benefit Trust.
A Delaware purpose trust holds a low-economic control class and appoints a portion of the board, with board rights that phase in and a stockholder-supermajority failsafe. That is Tessera's Class M design, already built and operating inside a company that raises capital at scale. The enforcer-and-failsafe machinery on this page follows the same pattern.
Voting split from value.
Patagonia's ownership was placed so the company could not be sold or taken public against its mission: a purpose trust holds the voting stock, while a separate nonprofit, the Holdfast Collective, holds the economic stock. Tessera splits the same way. The Trust holds control; the economics sit elsewhere and never buy the board.