Open Ai – Lessons in Unconventional Corporate Governance

Open AI, the AI research organisation, went through a dramatic turn of events that shed light on the unconventional corporate governance practices of the company. This blog will delve into the story of Open AI and explore the recent trend towards stakeholder capitalism in the business world.

The Origins of Open AI

Open AI was founded in 2015 by a group of high-profile entrepreneurs and researchers, including Sam Altman, Reid Hoffman, Elon Musk, Peter Thiel, and Amazon Web Services. The company’s mission was to advance artificial intelligence in a way that would benefit society as a whole, without the need for financial returns.

Initially, the founders pledged over a billion dollars to the company, but only around 130 million dollars were actually contributed, with the majority coming from Elon Musk. Despite offering lower salaries than Facebook and Google, Open AI was able to attract top researchers due to the opportunity to work with the best minds in the field and their belief in the company’s mission.

The Transition to For-Profit

After three years, Elon Musk left the board of directors, citing conflicts of interest with Tesla’s AI research and development efforts. This departure led to a significant loss of funding for Open AI, as Musk had planned to make a massive donation to the organisation. This financial setback forced Open AI to transition from a non-profit to a for-profit entity.

To balance its desire for profitability with ethical AI development, Open AI introduced a capped-profit model, where profits would be limited to 100 times the initial investment. This unconventional structure raised concerns among investors, as it aimed to prevent the deployment of potentially harmful software for unlimited wealth accumulation.

Open Ai - Lessons in Unconventional Corporate Governance

The Unconventional Governance Structure

Open AI’s governance structure is unique in that the board of directors is theoretically in control of the entire organisation, including both the non-profit and for-profit entities. However, unlike other boards, the directors are not allowed to hold shares to avoid conflicts of interest. The primary beneficiary, according to their website, is “humanity,” which can be interpreted as being accountable to everyone or no one.

This structure raised questions about the accountability of the board to shareholders and other stakeholders. It also highlighted the challenges of balancing financial goals with ethical AI development.

The Microsoft Intervention

Recently, Open AI faced a crisis that threatened its future. Altman, the CEO, was removed from his position, leading to significant losses in the company’s valuation. However, Microsoft, the largest investor in Open AI, intervened and pressed for Altman’s reinstatement.

Microsoft’s influence in the company’s governance resulted from the significant financial support it provided. This intervention led to a reconstitution of the board of directors, with Altman returning under the supervision of a new board. Microsoft’s increased voice in Open AI’s governance signifies the changing dynamics within the organisation.

The Employee Rebellion

Amidst the turmoil, Open AI’s employees played a crucial role in shaping the outcome. The majority of the approximately 700 employees signed an open letter demanding the resignation of the board of directors and Altman’s rehiring.

The employees expressed their concerns over the board’s statement that allowing the destruction of the company would align with its mission. This mass revolt of the employees was a significant factor in the board’s decision to reverse course and reinstate Altman.

Lessons in Governance

The Open AI saga highlights the growing trend towards unconventional corporate governance, as witnessed by the rise of stakeholder capitalism. Companies like Google, Facebook, and Snap have structured their IPOs to give founders unchecked power, while Open AI and other organizations have adopted unique governance models.

This departure from traditional governance structures raises questions about accountability and the potential conflicts of interest between different stakeholders. While stakeholder capitalism aims to consider the interests of various groups, it can lead to complexities and conflicts without clear priorities.

The Role of Shareholders

Shareholders play a vital role in ensuring effective corporate governance. Studies have shown that companies with stronger shareholder rights generate higher profits and trade at higher multiples. While there has been a push towards stakeholder capitalism, focusing on shareholder value, within ethical and legal boundaries, remains crucial.

The Volkswagen emissions scandal in 2015 serves as a reminder of the potential consequences of poor corporate governance. Volkswagen faced massive fines, recall costs, and a tarnished reputation due to its illegal behavior. A board of directors focused on shareholder value could have made decisions that were both profitable and socially responsible.

The Future of Corporate Governance

As we move forward, it is essential to strike a balance between the interests of different stakeholders and ensure accountability. Governance structures that are accountable to a broad concept of the “common good” may not be the most effective approach. A mix of legal constraints, self-imposed regulations, and market pressures can help guide organisations towards responsible decision-making.

The Open AI incident serves as a valuable lesson for companies and investors alike. It highlights the need for transparent and effective corporate governance, where stakeholders’ interests are considered while ensuring long-term value creation.


The Open AI story provides valuable insights into the challenges of unconventional corporate governance. The company’s transition from non-profit to for-profit, investor intervention, and employee rebellion all underscore the importance of accountability and stakeholder considerations.

While stakeholder capitalism aims to address the shortcomings of traditional shareholder-eccentric approaches, the Open AI incident demonstrates the complexities and potential conflicts associated with this model. Striking a balance that priorities long-term value creation, ethical AI development, and accountability remains a critical challenge for organisations.

As we navigate the evolving landscape of corporate governance, it is essential to learn from incidents like Open AI and strive for governance structures that promote responsible decision-making and value creation for all stakeholders.

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