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OpenAI Restructuring to Strengthen Non-Profit Board’s Voting Power

ByHilary Ong

Feb 20, 2025

OpenAI Restructuring to Strengthen Non-Profit Board’s Voting Power

OpenAI is considering a strategic move to fortify its non-profit board with special voting rights, aiming to thwart future hostile takeover attempts. The decision comes in the wake of a $97.4 billion acquisition offer led by billionaire Elon Musk and his group of investors. OpenAI’s board unanimously rejected the offer, opting instead to focus on restructuring their organization.

Restructuring for Mission Protection

The proposed plan involves spinning out the nonprofit, which will subsequently hire its own staff and leadership team. This restructuring will allow the non-profit board to overrule major investors within the company, thereby safeguarding its mission. The for-profit arm of OpenAI will continue to manage business operations under this new structure.

Founded originally as a nonprofit, OpenAI transitioned to a “capped-profit” model in 2019. The company is now embarking on another transformation, aiming to become a public benefit corporation by late 2026. This conversion will officially grant the non-profit board special voting rights, preserving its influence even after the transition to a for-profit entity.

The company’s restructuring plans may face challenges due to the introduction of these special voting rights. However, OpenAI is committed to completing this conversion process by its 2026 deadline, reinforcing its dedication to maintaining its foundational goals amidst evolving business operations.

Author’s Opinion

OpenAI’s decision to grant special voting rights to its non-profit board demonstrates a clear desire to safeguard its core mission in the face of mounting pressures from business interests. While this move could help preserve its long-term vision, it also raises questions about the future balance between profit-driven motivations and the non-profit mission. The tension between these two goals will undoubtedly shape the company’s direction as it continues to evolve and adapt to the rapidly changing AI landscape.


Featured image credit: Wikimedia Commons

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Hilary Ong

Hello, from one tech geek to another. Not your beloved TechCrunch writer, but a writer with an avid interest in the fast-paced tech scenes and all the latest tech mojo. I bring with me a unique take towards tech with a honed applied psychology perspective to make tech news digestible. In other words, I deliver tech news that is easy to read.

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