A group of former OpenAI employees, backed by prominent AI figures and Nobel laureates, are urging the attorneys general of California and Delaware to block OpenAI's shift towards a for-profit structure. In a letter made public on April 23, 2025, the coalition is appealing to California Attorney General Rob Bonta and Delaware Attorney General Kathy Jennings to intervene and safeguard OpenAI's original charitable purpose.
The core concern revolves around OpenAI's plan to convert its for-profit arm into a public benefit corporation (PBC). This would give the for-profit entity full control over the company's operations and business, potentially sidelining the nonprofit's mission to ensure that artificial general intelligence (AGI) benefits all of humanity. The signatories of the letter argue that this restructuring would eliminate essential safeguards and prioritize shareholder returns over the public interest.
OpenAI was founded in 2015 as a non-profit organization with the goal of developing AGI for the benefit of all, rather than for private gain. By 2019, to attract outside investment, OpenAI created a "capped-profit" subsidiary controlled by the original nonprofit. This hybrid structure has allowed the company to raise billions in capital. However, the proposed shift to a PBC raises concerns about how the company will balance investor interests with its public-interest mission.
The former employees and AI experts are asking the attorneys general to demand answers from OpenAI regarding its restructuring plans. They seek clarity on whether alternative models were considered, the role of investor pressure, and whether any board members stand to benefit personally from the changes. They are also requesting the removal of any directors who may have compromised the integrity of the nonprofit board's decisions and are asking for new oversight mechanisms to ensure the board remains independent and focused on OpenAI's founding mission.
OpenAI, in response, has stated that any structural changes would aim to maximize the public benefits derived from AI advancements. The company has also pointed out that turning the for-profit arm into a PBC would align it with other AI organizations like Anthropic and xAI.
However, critics remain concerned about technology ownership and long-term priorities. Some experts argue that a Delaware PBC has no fiduciary obligation to prioritize public benefit over profits. This raises questions about how OpenAI can claim that the restructuring aligns with its charitable purpose.
In light of mounting criticism and legal challenges, OpenAI has since announced that it will maintain its nonprofit parent's control. The for-profit LLC will transition to a PBC, but the nonprofit will continue to oversee and control it. This decision likely curtails CEO Sam Altman's power and addresses some of the concerns raised by critics. The nonprofit will also become a major shareholder in the PBC, providing it with resources to support programs that ensure AI benefits various communities. Despite these changes, questions persist regarding the long-term governance and ownership of OpenAI, as well as its commitment to its founding mission.
