More than 30 prominent experts, including nine former employees of OpenAI, have called on the attorneys general of California and Delaware to intervene in OpenAI’s proposed restructuring. This restructuring would permit the company to extricate itself from its nonprofit status. In an open letter, the experts cautioned that this move could dismantle crucial governance frameworks and jeopardize OpenAI’s original mission of ensuring that artificial general intelligence (AGI) benefits all of humanity.
The group of signatories, which features notable figures such as AI pioneer Geoffrey Hinton, Hugging Face’s Margaret Mitchell, and UC Berkeley’s Stuart Russell, published the letter on a website titled “Not For Private Gain.” The letter was also presented to the nonprofit board of directors of OpenAI.
The letter follows an appeal made less than two weeks earlier by twelve former OpenAI staff members to a federal judge, seeking to participate in Elon Musk’s lawsuit against Sam Altman and OpenAI. This motion was filed by Harvard law professor Lawrence Lessig on behalf of the ex-employees, who have filed a detailed amicus brief accusing OpenAI of deviating from its nonprofit origins and betraying the mission that originally attracted them to the organization.
Among the letter’s signatories are former OpenAI employees part of the amicus brief, namely Steven Adler, Jacob Hilton, Daniel Kokotajlo, Gretchen Krueger, and Girish Sastry, as well as past researchers from OpenAI such as Scott Aaronson, Ryan Lowe, Nisan Stiennon, and Anish Tondwalkar.
Currently, OpenAI faces intensified scrutiny regarding its efforts to escape nonprofit oversight. The restructuring must be finalized by year-end in order to complete a $40 billion funding round, led by SoftBank that was formalized in March. This endeavor requires approval from California Attorney General Rob Bonta, who is responsible for ensuring that charitable organizations use their assets in accordance with their established purposes. Approval is also needed from the Delaware Attorney General, as OpenAI is registered as a nonprofit in Delaware (OpenAI, Inc.), which owns and governs the for-profit entity (OpenAI Global, LLC).
Other groups have spoken out regarding OpenAI’s restructuring plans. Recently, a coalition of California nonprofits, foundations, and labor groups urged California’s Attorney General to stop OpenAI’s efforts, underscoring the need for the nonprofit to receive fair market value for its relinquished assets. However, the new open letter emphasizes a more fundamental concern: whether relinquishing control over AGI development would benefit the nonprofit’s original mission.
The signatories of the letter assert that removing nonprofit governance over AGI’s development and regulation would contravene the special fiduciary duty owed to the nonprofit’s beneficiaries and could significantly threaten OpenAI’s charitable objectives, which would be contrary to its Certificate of Incorporation.
They further warned that the planned restructuring would weaken the oversight authority currently held by the attorneys general in California and Delaware, thereby impairing their capacity to protect OpenAI’s beneficiaries—the public.
The letter advocates halting the restructuring process to ensure public protection and demands transparency. It emphasizes that the nonprofit must retain control, reminding regulators of the significance OpenAI’s leadership placed on governance safeguards in 2023 to maintain a focus on the long-term mission.
In response to inquiries, an OpenAI spokesperson issued a statement clarifying that the organization’s board has stated clearly that any changes to the structure are intended to enhance the nonprofit entity and ensure that the broader public benefits from AI. The for-profit will operate as a public benefit corporation, similar to other AI labs such as Anthropic and xAI, but unlike these, it supports a nonprofit. The spokesperson emphasized that this structure would ensure that success and growth in the for-profit would parallel success in the nonprofit sector, enabling the fulfillment of the mission. Following the publication, the authors of the open letter stated that none of the ex-OpenAI signatories of the letter are employed at Anthropic.
The OpenAI spokesperson also mentioned the company’s newly launched nonprofit commission, which will guide its future philanthropic endeavors aimed at maximizing impact in areas such as health, education, public service, and scientific discovery. The company is eager to build on its collaborations with this advisory group.
