Palantir Technologies Inc. is the Delaware-incorporated data integration and analytics company founded in 2003 by Peter Thiel, Alex Karp, Joe Lonsdale, Stephen Cohen, and Nathan Gettings.
Its Foundry, Gotham, Apollo, and AIP (Artificial Intelligence Platform) software serve governments, militaries, intelligence agencies, and Fortune 500 enterprises - customers include the US Department of Defense, the UK NHS, the CIA, NATO, BP, Airbus, Morgan Stanley, and Ferrari.
Operational headquarters moved from Palo Alto, California to Denver, Colorado in 2020, with major engineering offices in Washington DC, New York, London, Tokyo, and Tel Aviv. Palantir debuted on the New York Stock Exchange via direct listing on September 30, 2020, trading under the ticker PLTR, and as of 2026 has a market capitalization above 150 billion US dollars with annual revenue over 2.5 billion.
Its legal structure is notable for two reasons: a triple-class share system (Class A, Class B, Class F) that preserves the founders' voting control, and its use of a direct listing rather than a traditional underwritten IPO.
Palantir's September 2020 public debut was a rare example of all the governance tools Delaware makes available being used at once. First, the company chose a direct listing rather than a traditional underwritten IPO - meaning existing shareholders sold directly to the public market on day one, no new shares were issued, no lock-up was imposed by an underwriter, and no roadshow was required.
Direct listings are legal in any US state but practically only viable from Delaware, because NYSE and NASDAQ rules effectively require a Delaware C-Corp for the listing vehicle.
Second, and more consequentially, Palantir's certificate of incorporation authorizes three classes of common stock: Class A (one vote, publicly traded as PLTR), Class B (ten votes, held by pre-IPO employees and investors), and Class F ("Founder") - a special class held only by Peter Thiel, Alex Karp, and Stephen Cohen that is designed to maintain the founders' combined voting power at approximately 49.999 percent regardless of dilution, using a variable-vote formula written into the certificate.
The Class F mechanic is unique to Palantir and was specifically drafted under Delaware General Corporation Law § 151, which permits shares to have "such powers, preferences and rights, and such qualifications, limitations or restrictions thereof, as shall be stated" in the certificate - extremely permissive language.
No other US state has case law supporting a variable-vote "sunset-proof" founder share class, which is why Palantir's structure would be legally precarious outside Delaware. The Court of Chancery has not yet heard a challenge to the Class F share, but market commentators have noted that any such challenge would test the outer limit of DGCL § 151.
For founders, Palantir is the most-studied example of how much structural creativity Delaware permits - and a reminder that such structures require experienced Delaware counsel to draft, as the triggering formulas and sunset clauses are where litigation risk concentrates.
A direct listing is a public offering mechanism in which existing shareholders sell their stock directly to public markets on day one, without an underwriter creating new shares, without a lock-up period, and without a traditional roadshow.
Palantir used a direct listing in September 2020 to avoid the 3-7% underwriting spread of a traditional IPO, give early employees immediate liquidity, and skip the lock-up that would have kept early shareholders trapped for six months. Direct listings are effectively limited to Delaware-incorporated companies because of NYSE and NASDAQ listing rules.
Class F is a founder-only class of Palantir common stock held exclusively by Peter Thiel, Alex Karp, and Stephen Cohen. Its voting power is dynamically adjusted by a formula written into Palantir's certificate of incorporation so that the three founders collectively hold approximately 49.999 percent of total voting power, regardless of how much Class A or Class B stock is issued or sold.
This is possible under Delaware General Corporation Law § 151, which permits broad customization of share rights; no other US state has tested case law supporting such a structure.
Yes, under Delaware law. 8 Del. C. § 151 explicitly authorizes shares with any powers, preferences, and rights stated in the certificate of incorporation, including variable-vote formulas and non-sunsetting founder classes.
The Delaware Court of Chancery has not yet ruled on a direct challenge to Palantir's Class F, but the statutory text is permissive and drafters believe the structure would survive a business-judgment-rule analysis. Outside Delaware, the same structure would face much higher legal uncertainty.
Technically yes, but practically only at the earliest stages. Once you raise institutional venture capital, most VCs require either a one-class or at most two-class structure, and they will refuse Class F-style variable-vote founder shares.
If you want maximum founder control, set up the triple-class structure at formation (before the first priced round), use Delaware as the jurisdiction, and engage experienced Delaware counsel to draft the certificate. Expect some investors to pass on the round as a result.
