Elon Musk recently attempted an unwanted acquisition of Openai, which was rejected by CEO Sam, Sam Al -Tamman and the OPECRI Council.
It is said that the ChatgPt creator wants to make sure that any future coups are from the richest man in the world – or any other investor – will not succeed.
According to a report in the Financial TimesThe changes discussed by voting rights for non -profit managers in Openai will be given, allowing them to keep power on Openai even with the restructuring of the Organization of Artificial Intelligence to a profit organization known as the Public Avenue Company.
By concentrating such force in the non -profit Openai arm, AI UPSTART can refute the Musk argument that it has moved away from its original charitable mission. Members of the Board of Directors can also be allowed to cancel the support of other supporters of the profit organization, such as Microsoft (MSFT) or SoftBank.
All of this will take some maneuvering by members of the Openai and Altman Board of Directors, all of whom are defendants in a Musk lawsuit seeking to prevent Openai from turning into a profitable company.
“There are strategic decisions that can be taken to protect a non -profit institution from the acquisition or hostile coup,” wrote Ellis Carter, a non -profit law expert Ellis Carter. Charitable lawyer Blog. Carter explained that making non -profit “unbornable” should be carefully done.
Because non -profit companies have no shares or official ownership, she added that “the design of governance is very important.”
At the present time, the Openai Board of Directors is enabled to repel acquisitions because, as a non -profit institution, has no shareholders or voting members. But the University of California, a professor of law in Los Angeles Rose Chan Lowe Openai appears to focus on immunization against a hostile acquisition that can come after converting the profit company to the General Avenues Company.
Chan Louie suspected that Openai would give members of the Board of Directors a special group of voting shares in a reconciliation company to profit with superior rights to other shareholders. At least, their voices could bring any possession movements by private sector investors, including the largest investor in Openai, Microsoft.
She said that, in addition, it is not clear how specified is the voting rights. For example, they can be limited to rejecting acquisition or wide attempts, such as the comprehensive rights that the Board of Directors currently preserves.
“We need more details,” said Chan Lowe.
Openai did not respond to the clarification request.
Currently, investors are not like Microsoft stock owners in Openai, but instead they have limited profit interests in the profit Openai. Once Openaii is profitable, Microsoft has the right to obtain 75 % of the profits to compensate for its main investments of $ 13 billion. The other 25 % of the profits go to the first employees and investors, up to specific profit caps.
Once the Microsoft Manager is paid, he is entitled to get 50 % of the profits until it reaches a maximum profit of $ 92 billion.
Openai He said She wants to convert a non -profit parent to Deaware Public Benefit (PBC) that will make regular shares of shares.
In theory, PBC can provide property rights interests to new investors and convert limited profit interests to existing investors into property rights interests.
Chan Lowe said that special voting rights can be designed to serve as a Poison pills This would allow the Council and the current shareholders – unlike any active investor – to buy additional shares with a great discount.
Openai is not completely vaccinated from external bids, despite the strength of the plate. Legally, the Board of Directors is assigned to implement its mission “to ensure that the artificial general intelligence … benefits all of humanity.” On its website, she says this may mean putting its resources behind a similarly directed project.
“If a project with a safe alignment value approaches AGI before we do so, we are committed to stopping competition with this project and starting to help this project.” States.
Under the Dilayer Law, where Openai is registered, the non -profit board is obligated to review the acquisition offers seriously and explain the reasons for their rejection.
Charitable organizations are usually not targets for hostile acquisition, especially the type that was considering Musk – an unwanted offer of $ 97.4 billion for Openai ownership of $ 157 billion in intellectual property and other assets.
Instead, non -profit organizations face more common internal energy conflicts, such as Hurtful In the environmental group, Sierra Club began in 2003 by anti -immigration advocates.
However, non -profit organizations can in fact protect from member acquisitions by allocating private voting rights to members books In a blog post.
Musk and Altman originally participated in the founding of Openai in 2015 as a non -profit institution, but Musk separated itself from the Artificial Intelligence Company on differences on how to move forward in the project and eventually began the competing Amnesty International called XAI.
Musk lawsuit that seeks to prevent the conversion of Openai to the centers of profitable institutions about the 45 million dollar MUSK donation to finance the startup, which it claims was concerned with Openai is a non -profit organization.
Openai said it needs to be converted into a profitable structure to attract new capital.
At $ 97 billion, musk bid fell much less than the current evaluation of Openai assets. Softbank Japanese berries plans a new investment of $ 40 billion, which will put Openai in any place from $260 billion To $300 billionAccording to various media reports.
Altman canceled the rejection in a post on X, the social media platform previously known as Twitter, which Musk bought for $ 44 billion in 2022.
Altman Books: “No thanks to you, but we will buy Twitter for $ 9.74 billion if you want.”
Openai also said in a separate court document that the Musk's offer for Openai contradicts his demand for his current calls that Openai's assets should not be used to make profitable gains.
“It is not possible to reconcile the alleged musk supply, with the demand for charitable confidence (he) in this court,” she said.
“Openai was not for sale, and the Board of Directors unanimously rejected Mr. Musk's attempt to disrupt his competitor,” said Brett Taylor, President of Obray, in a statement on behalf of the Council. .
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