GoKawiilIn a few short days, jury selection will begin in the long-awaited Musk v. Altman case. At the end of that process, an Oakland federal court will task nine regular people with deciding if OpenAI defrauded Elon Musk when it announced, and recently completed, its reorganization to become a more traditional for-profit business. More than just being the venue where two billionaires will air their grievances against one another in public, the trial has the potential to reshape the AI industry.
How did we get here?
Musk first sued OpenAI in 2024, but the seed of the dispute was planted when Sam Altman emailed the billionaire on the evening of May 25, 2015. “Been thinking a lot about whether it’s possible to stop humanity from developing AI. I think the answer is most definitely not,” Altman wrote at the time. “If it’s going to happen anyway, it seems like it would be good for someone other than Google to do it first. Any thoughts on whether it would be good for [Y Combinator] to start a Manhattan Project for AI?”
“Probably worth a conversation,” Musk responded a couple of hours later. That same year, OpenAI announced itself to the world, with Altman and Musk as co-chairs of the new joint venture. “OpenAI is a nonprofit artificial intelligence research company. Our goal is to advance digital intelligence in the way that is mostly likely to benefit humanity as a whole, unconstrained by a need to generate financial return. Since our research is free from financial obligations, we can better focus on a positive human impact.”
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If we’re to believe OpenAI’s telling of the events that followed, by 2017, almost everyone at the company, including Musk, agreed that a for-profit entity “had to be part of the next phase for OpenAI,” due to the enormous amount of investment needed to pursue its original mission. At some point before Musk left OpenAI’s board of directors in February 2018, OpenAI claims he demanded full control of the company, with the intent to eventually merge it with Tesla.
Following Musk’s departure, OpenAI created its for-profit arm in 2019, which at the time was organized under a “capped-profit” structure designed to limit investor returns to 100x, with any excess windfalls flowing to the company’s nonprofit. The idea being that if OpenAI achieved artificial general intelligence, its nonprofit would be the greatest beneficiary. However, after the success of ChatGPT in 2022, that structure became problematic for OpenAI as the company sought to raise ever more capital, and as part of its $6.6 billion funding round in October 2024, it reportedly agreed to a less-than-two-year deadline to free its for-profit from control of the nonprofit.
“At the heart of this trial is that OpenAI began as a non-profit organization, and then decided that it needed to be a for-profit organization in order to raise the enormous sums of money it needed to develop the technology it wanted to create,” explains Professor Michael Dorff, executive director of the Lowell Milken Institute for Business Law and Policy at UCLA. “That is a very troublesome transition under the law.”
Earlier this year, following protracted negotiations with Microsoft (the for-profit’s largest investor) and the state attorneys general of California and Delaware, OpenAI announced the successful reorganization of its corporate structure. As things stand, the for-profit is now a public benefit corporation, making it more appealing to investors looking for an uncomplicated return structure. Meanwhile, the nonprofit — now known as the OpenAI Foundation — holds equity in the for-profit arm, a stake valued at $130 billion at the time the agreement was announced.
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