How the offer of $ 97.4 billion in Musk could Gum Up Up of Lucrative Openai
Monday, Elon Musk, the richest man in the world, offered Buy the non -profit organization that effectively governs Openai for $ 97.4 billion. The unsolicited takeover would be funded by the AI company of Musk, XAI, and a consortium of External investorsAccording to a letter sent to California and the Attorney General of Delaware.
OPENAI CEO Sam Altman quickly rejected Musk’s offerAnd took it as a chance to have it published publicly.
“No thanks, but we will buy Twitter for $ 9.74 billion if you wish,” Altman wrote in a Publish Only a few hours after the reports emerged from Musk’s offer for Openai. Musk has X, the social network formerly known as Twitter; He paid around $ 44 billion for this in October 2022.
The two have a story. Musk is a co-founder of Openai, and he and Xai are currently involved in a trial which alleges that Optaai has embarked on anti-competitive behavior, among others.
But the rejection of Altman, an offer of redemption of $ 97.4 billion, is more complicated than simply saying “no thank you”, according to experts in corporate governance who spoke with Techcrunch.
Storing non -profit conversion from Openai
For the context, Openai was founded as a non-profit organization before moving on to a “for-profit” structure in 2019. The non-profit organization is the only controlling shareholder of the CAPP-Profit Openai Corporation , which retains official fiduciary responsibility towards the charter of non -profit organization.
OPENAI is now restructuring – this time to a traditional for -profit company, in particular a public service company – in order to raise much more capital. But Musc – who is Notorious to drown his enemies in legal problems – may have blocked the transition and increased the price of the non -profit organization of Openai with its offer.
Delaware And CaliforniaThe general prosecutors asked for more information from the Chatgpt manufacturer of his plans to convert into a profitable profit company. The situation also forces him to seriously consider external offers.
OPENAI’s board of directors Almost certainly refuse the offerBut Musk prepared the field for future legal and regulatory battles. He is already trying to block OpenAi’s for -profit conversion via an injunctionFor example. The offer seems to be another offer.
From now on, the board of directors of Openai will have to demonstrate that it does not stand out for non-profit of Openai by putting non-profit assets, including IP of the owner of Openai, to an initiate (for example Sam Altman) for a strong reduction.
“Musk throws a key into the works,” said Stephen Diamond, a lawyer who represented Musk’s opponents in corporate governance battles in Tesla, in an interview with Techcrunch. “It operates the trustee of the non-profit board of directors not to underment the assets. [Musk’s bid] Should something OpenAi pay attention. »»
Openai is supposed to prepare for a financing turn which Promote your for -profit arm at 260 billion dollars. Information reports that Openai’s non -profit organization should obtain a 25% participation in terms of OPENAI’s profit purpose.
With its offer, Musk pointed out that there are at least A group of investors Ready to pay a considerable bonus for the non -profit wing of OpenAi. This puts the board of directors in a close situation.
Rejection patterns
However, it is not because Musk threw a breathtaking offer that the non -profit organization of Openai must accept.
Companies law gives enormous authority to outgoing boards of directors to protect itself against unlined buyout offers, according to David Yosifon, professor of corporate governance at the University of Santa Clara.
Openai could argue that Musk’s offer is an attempt to take control of hostile since Musk and Altman are not the best friends.
The company could also say that Musk’s offer is not credible because Openai is already in the midst of a corporate restructuring process.
Another approach that Openai could adopt would be to question musk to find out if he has the funds. As the New York Times notesThe richness of musk is largely linked to its Tesla stock, which means that Musk investment partners should provide a large part of the total of $ 97.4 billion.
OPENAI’s board of directors may have to review Musk’s offer to fully tackle its alignment on non-profit mission, not just specific financial or strategic objectives, according to Scott Curran, the former Advocate General of the Clinton Foundation. This means that Musk’s offer could be weighed with the mission of Openai: “To ensure that general artificial intelligence – AI systems which are generally more intelligent than humans – benefits all humanity . ”
“When Altman published this answer [on X]This was probably done without legal orientation, “said Yosifon. “It’s not good for a regulator to see this kind of disdainful and instinctive tweet.”
Increase the value of OPENAI assets
The Board of Directors is likely to be stored on the side of Altman. Almost all directors joined after Altman was briefly dismissedSO rejoiceby the board of directors of the non-profit organization at the end of 2023. Altman himself is also a member of the board of directors.
If nothing else, Musk’s offer can increase the potential market value of OPENAI non -profit assets. This could force Openai to raise more capital than it had originally planned and complicate talks with existing donors of the startup. It could also dilute the value of the challenges held by OPENAI investors in the for profit, including the main partners such as Microsoft.
It is certainly the anger of Altman, who has worked with investors for months to determine how to compensate equitably the non -profit organization.
The main thing is: the restructuring plans for Openai companies have become more complex.
