On Monday Elon Musk, the richest man in the world, offered To buy the non -profit organization that effectively rules Openai for 97.4 billion US dollars. The unwanted buyout would be financed by Musks Ai Company, Xai and a consortium External investorsAccording to a letter to California and the Attorney General of Delaware.
Openai CEO Sam Altman Musk’s offer quickly rejectedAnd used it as an opportunity to publicly immerse him for him.
“No, thanks, but we will buy Twitter for 9.74 billion US dollars if you want,” wrote Altman in one Post on X Just a few hours after reports on the offer of Musk for Openaai. Musk has X, the social network, which was previously known as Twitter. In October 2022 he paid around 44 billion US dollars.
The two have a story. Musk is an Openai co-founder, and both he and Xai are currently involved in a lawsuit in which it is claimed that Openaai is involved, among other things, with contrary behavior.
Altman’s rejection, a takeover offer of 97.4 billion US dollars is more complicated than just saying “no thanks”.
Stalling Openais non -profit conversion
For the background, Openaai was founded as a non -profit organization before he passed into a “caped profit” structure in 2019. The non-profit organization is the only controlling shareholder of the Caped Profit Openai Corporation, which retains a formal trustee for non-profit charta.
Openaai is currently in the process of restructuring dies once a traditional profit-oriented company, in particular a public performance society to obtain much more capital. But musk – who is To drown his enemies in legal problems – You may have limited the transition and increased the price for Openai -community organization with its offer.
Delaware And CaliforniaGeneral Prosecutor has requested further information about his plans for conversion to a non-profit service society from the Chatgpt manufacturer. The situation also forces it to take into account seriously outside of the bids.
Openais board will Make the offer with a lot of certaintyBut Musk has prepared the prerequisites for future legal and regulatory battles. He is already trying to stop Openas non -profit conversion About an injunctionfor example. The offer seems to be a kind of alternative offer.
Now Openais Board has to prove that it is not sold by Openai to provide the assets of the non -profit organization, including IP from Openas Proprietary Research, to an insider (e.g. Sam Altman) in order to receive a steep discount.
“Musk throws a wrench in the works,” said Stephen Diamond, a lawyer who represented Musk’s opponent in corporate governance battles at Tesla in an interview with Techcrunch. “He uses the non -profit board’s trust obligation not to underline the asset. (Musk’s offer) is something that Openai has to look out for. “
Openai should prepare for a financing round that would do it Rate its non-profit arm for $ 260 billion. The information reports that Openais non -profit organization should receive a 25% share of Openai from Profit.
With his offer, Musk has signaled that at least there is A group of investors Ready to pay a considerable bonus for OpenAis non -profit wings. This brings the Board of Directors into a narrow position.
Reasons for the rejection
Just because Musk has thrown out a conspicuous offer does not mean that Openais has to accept non -profit organization.
According to David Yosifon, a professor of Corporate Governance Act by Santa Clara University, the company law gives the incumbent board an enormous authority to protect undesirable takeover offers.
Openai could lead to Musk’s offer is an enemy attempted takeover, since Musk and Altman are not the best friends.
The company could also argue that Musk’s offer is not credible, since Openai is already in the middle of a restructuring process for companies.
Another approach that Openai could take would question Muschus whether it has the means. As the New York Times determinesMusk wealth is largely bound to its Tesla stock, which means that that means Musk’s investment partner Would have to deliver a large part of the total of 97.4 billion US dollars.
According to Scott Curran, the former General Counsel of the Clinton Foundation, the board of Openai may have to check the offer of Musk whether it fully matches the mission of the non -profit organization. This means that Musk’s offer could be weighed against Openai’s mission: “Ensure that artificial general intelligence – AI systems that are generally smarter than humans – benefit all of humanity.”
“When Altman published this answer (to X), this was probably done without legal guidance,” said Yosifon. “It is not good for a controller to see this kind of repellent knee-jerk tweet.”
Increasing the value for Openai assets
The board will probably be on the Altman side. Almost all directors followed afterwards Altman was briefly firedThen reproducedThrough the non -profit board at the end of 2023. Altman himself is also a board member.
If nothing else, Musk’s offer can increase the potential market value of the assets of the Openai community. This could force Openai to increase more capital than was originally expected and to complicate the discussions with the existing supporters of the startup. It could also water the value of the operations of Openai investors in the profit-oriented arm, including the most important partners such as Microsoft.
This is certain that Altman, who has been working with investors for months to determine how the non -profit organization can compensate for fairly.
The GIST is: Openais corporate structure plans were only more complex.
