Elon Musk recently tried an unre requested acquisition of OpenAi that was rejected by the CEO Sam Altman and the non -profit board of OpenAi.
According to reports, now the creator of Chatgpt wants to make sure that any state of the richest man in the world, or any other investor, is not successful.
According to a report on the Financial TimesThe changes that are being discussed would grant the existing special voting rights of non -profit directors of OpenAI, which allows them to retain power over OpenAi even when the artificial intelligence organization is restructured in a company for profit known as a Public benefit corporation.
When concentrating that power in the non -profit arm of OpenAi, the ATs could refute Musk’s argument that he has moved away from his original charitable mission. It could also allow the members of the potentially annulled board to other sponsors of the company for profit, such as Microsoft (MSFT) or SoftBank.
Sam Altman, co -founder and CEO of Operai. Reuters/Axel Schmidt/File Photo ·Reuters / Reuters
All of that will require some maneuvers of the members of the Board of Operai and Altman, all of which are accused of a demand for Musk that seeks to block OpenAi to convert to a profit for profit.
“There are strategic decisions that can be taken to protect a non -profit organization from a hostile acquisition or coup d’etat,” wrote the non -profit law, Ellis Carter in it in it in it Charity lawyer Blog But making the non -profit organization “truly useless,” Carter explained, must be done carefully.
Because non -profit corporations have no formal property or property, he added: “The governance design is fundamental.”
For now, the Openai Board is empowered to defend against acquisitions because, as a non -profit organization, it has no shareholders or members with the right to vote. But Law professor at the University of California, Los Angeles Rose Chan Loui This operai seems to be focused on strengthening a hostile acquisition that could arise after its conversion of the benefit subsidiary to a public benefit corporation.
Chan Loui suspects that Openai would give the members of their Board a special class of voting actions in the company restructured for profit with rights superior to other capital owners. At least, he said, his votes could cancel any private investor acquisition movement, including Operai’s largest investor, Microsoft.
Beyond that, he said, it is not clear how specific the voting rights could be. For example, they could limit themselves to rejecting acquisition attempts or as broad as the rights of everyone who currently have the non -profit board.
“We need more details,” said Chan Loui.
Operai did not respond to a clarification request.
The CEO of Microsoft, Satya Nadella, on the right, and the CEO of Operai, Sam Altman, left, in 2023 at the Operai Devday conference. (Justin Sullivan/Getty images) ·Justin Sullivan through Getty Images
At this time, investors such as Microsoft are not shareholders in OpenAI, but have limited profits interest in the profitable for profit for OpenAI for profit. Once Openai is profitable, Microsoft is entitled to 75% of the profits until it recovers its main investment of $ 13 billion. The other 25% of the profits go to early employees and investors, to specified profit limits.
Once the Microsoft director is paid, it is entitled to 50% of the profits until it reaches a profit limit of $ 92 billion.
Opadai saying He wants to make his non -profit father to a Public Benefits Corporation of Delaware (PBC) that would issue ordinary shares actions.
In theory, the PBC could offer capital interests to new investors and potentially convert the limited interest interests of existing investors to capital interests.
Chan Loui said special voting rights could be designed to act as a poisonous pill That would allow the Board and existing shareholders, not to be any activist investor, buy additional shares with a significant discount.
Operai is not totally inoculated with external offers, despite the power of the Board. Legally, the Board has the task of carrying out its mission to “ensure that artificial general intelligence … benefits all humanity.” And on its website, it says that it could mean leaving its resources behind a similar guidance project.
“If a aligned value project and awareness of security is approaching the construction of AGI before us, we are committed to stop competing and begin to help this project,” the Charity of the Benefits states.
Elon Musk after a meeting with Indian Prime Minister Narendra Modi in Washington, DC, on February 13. Reuters/Nathan Howard/File Photo ·Reuters / Reuters
According to the Delaware Law, where Openai is recorded, the non -profit board has the obligation to seriously review acquisition offers and explain the reasons for rejecting them.
The charitable organizations are not usually objectives for hostile acquisitions, especially not the type that Musk had in mind: an unre requested offer of $ 97.4 billion for the $ 157 billion of OpenAI estimated in intellectual property and other assets.
On the other hand, non -profit organizations most commonly face internal power struggles, such as offensive In the Sierra Club Environmental Group it began in 2003 by anti-immigration defenders.
But non -profit organizations can, in fact, protect from members of the members by assigning special voting rights to the members of the Board, provided that the rights adhere to the laws of the State where the beneficial organization is organized, The non -profit lawyer Frank Devito wrote In a blog post.
Musk and Altman originally co -founded Openai in 2015 as a non -profit organization, but Musk separated from the firm of AI for disagreements on how to advance with the company and finally began a competitors company called XAI.
Musk’s demand that seeks to avoid OpenAi’s conversion to a profit company focuses on the initial donation of $ 45 million from Musk to finance the startup, which depending on him depending on Openai to be a non -profit organization.
Operai has said that he needs to become a profit structure to attract new capital.
With $ 97 billion, Musk’s acquisition offer fell significantly below the current assessment for OpenAi assets. The Japanese conglomerate softbank plans a new investment of $ 40 billion, which would grant OpenAi value anywhere from $260 billion to $300 billionAccording to several media reports.
Altman made public his rejection in a publication on X, the social networks platform previously known as Twitter that Musk bought for $ 44 billion in 2022.
Altman wrote: “No thanks, but we will buy Twitter for $ 9.74 billion if you wish.”
Elon Musk and Sam Altman in 2015. ·Michael Kovac through Getty Images
Operai also said in a separate judicial document that Musk’s supply by OpenAI contradicted his claim in his current demand that OpenAi assets should not be used for profitable profits.
“The alleged offer of acquisition of Musk cannot reconcile with the claim of charitable trust (he) is advancing in this court,” he said.
The OpenAi Board officially rejected Musk’s offer on February 14. “Openai is not on sale, and the Board has unanimously rejected the last attempt of Mr. Musk to interrupt its competition,” said Bret Taylor, president of Operai, in a statement from the Board of the Board. .
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