OpenAI is contemplating granting special voting rights to its nonprofit board to protect against potential hostile takeover attempts, as reported by the Financial Times. These rights would empower the board to override decisions made by major investors, ensuring that it retains some control as the company transitions to a for-profit model. Originally established as a nonprofit, OpenAI shifted to a “capped-profit” structure in 2019 and is now moving towards becoming a public benefit corporation.
Recently, a group of investors led by billionaire Elon Musk proposed a $97.4 billion acquisition of OpenAI’s nonprofit entity. However, OpenAI’s board unanimously rejected this offer, indicating a commitment to maintaining its independence. Despite this rejection, the proposal highlights the potential challenges OpenAI may face in its restructuring efforts.
As part of its strategy, OpenAI plans to separate its nonprofit from its for-profit operations. This separation will involve establishing a new staff and leadership for the nonprofit, allowing the for-profit side to focus on managing and controlling the company’s business activities. OpenAI has assured its investors that it aims to finalize this transition by late 2026.
The decision to consider special voting rights reflects OpenAI’s desire to safeguard its mission and governance structure amid evolving market pressures and investor interests. By reinforcing the authority of its nonprofit board, OpenAI hopes to navigate the complexities of its upcoming changes while remaining aligned with its foundational goals. This move underscores the importance of maintaining a balance between profit motives and the broader public benefit that OpenAI aims to achieve.
