Ex-OpenAI Staffers Oppose For-Profit Transition - Amicus Brief

Former OpenAI Staff Support Musk's Lawsuit Against Company Restructuring

A collection of individuals previously employed by OpenAI filed a proposed amicus brief on Friday, backing Elon Musk in his legal challenge against OpenAI. The core of the dispute centers on the company’s intended shift from a nonprofit to a for-profit corporate structure.

Details of the Amicus Brief

The brief was submitted by Lawrence Lessig, a Harvard law professor and the founder of Creative Commons. It is signed by twelve former OpenAI employees: Steven Adler, Rosemary Campbell, Neil Chowdhury, Jacob Hilton, Daniel Kokotajlo, Gretchen Krueger, Todor Markov, Richard Ngo, Girish Sastry, William Saunders, Carrol Wainwright, and Jeffrey Wu.

The document argues that allowing OpenAI’s nonprofit entity to relinquish control over its business operations would represent a fundamental violation of its stated mission.

Previous Concerns Voiced by Ex-Staff

Several of these former employees have previously expressed reservations regarding OpenAI’s operational practices. Krueger advocated for increased accountability and transparency within the organization.

Kokotajlo and Saunders had earlier cautioned that OpenAI was engaged in a “reckless” pursuit of dominance in the field of artificial intelligence. Wainwright stated that OpenAI should not be relied upon to fulfill promises of responsible future conduct.

OpenAI's Response

In response, an OpenAI spokesperson asserted that the nonprofit component of the organization “isn’t going anywhere” and that its core mission “will remain the same.”

The spokesperson communicated to TechCrunch via email that the board has clarified its intentions: to transform the existing for-profit division into a public benefit corporation (PBC). This structure is similar to that adopted by other AI labs, including Anthropic and xAI, Musk’s own AI venture.

Evolution of OpenAI's Structure

Founded as a nonprofit in 2015, OpenAI transitioned to a “capped-profit” model in 2019. The company is now seeking to further restructure as a PBC. Currently, the nonprofit wing retains a controlling interest in the organization’s for-profit arm.

Musk's Legal Challenge

Musk’s lawsuit alleges that OpenAI is abandoning its original nonprofit mission, which prioritized ensuring that the benefits of its AI research would be accessible to all of humanity. He initially requested a preliminary injunction to halt the conversion, but this request was denied by a federal judge.

However, the judge allowed the case to proceed to a jury trial, scheduled for spring 2026.

The Importance of the Current Structure

The brief submitted by the former employees emphasizes that OpenAI’s current structure – a nonprofit overseeing a network of subsidiaries – is a “crucial part” of its overall strategy and “critical” to achieving its mission.

They contend that removing the nonprofit’s controlling role would not only contradict OpenAI’s stated mission and charter commitments but would also “breach the trust of employees, donors, and other stakeholders” who supported the organization based on these commitments.

Commitment to Core Principles

The brief highlights that OpenAI’s charter document outlines several key principles for achieving its mission. These commitments were taken seriously internally and consistently communicated as binding obligations. The brief urges the court to recognize the necessity of maintaining the nonprofit’s governance to preserve OpenAI’s unique structure.

This structure was specifically designed to ensure that artificial general intelligence (AGI) benefits humanity, rather than serving limited financial interests.

Defining Artificial General Intelligence

Artificial general intelligence, or AGI, is generally defined as AI capable of performing any intellectual task that a human being can.

Recruitment and Internal Communication

According to the brief, OpenAI frequently leveraged its unique structure as a recruitment tool, assuring potential hires that the nonprofit control was “critical” to fulfilling its mission.

The brief recalls an all-hands meeting in late 2020 where OpenAI CEO Sam Altman reportedly stressed that the nonprofit’s governance and oversight were “paramount” in prioritizing safety and broad societal benefits over short-term financial gains.

“In recruiting conversations with candidates, it was common to cite OpenAI’s unique governance structure as a critical differentiating factor between OpenAI and competitors such as Google or Anthropic and an important reason they should consider joining the company,” the brief states.

Potential Risks of a For-Profit Conversion

The brief warns that allowing OpenAI to convert to a for-profit entity could incentivize the company to “[cut] corners” on safety measures and develop powerful AI concentrated among its shareholders.

A for-profit OpenAI would have diminished incentive to adhere to the “merge and assist” clause in its current charter, which obligates the company to collaborate with and support any “value-aligned, safety-conscious” project that achieves AGI before it does.

Growing Opposition to the Transition

The former OpenAI employees, many of whom held research and policy leadership positions, are joining a growing number of voices opposing OpenAI’s transition.

Other Legal and Political Challenges

Earlier this week, a coalition of organizations, including nonprofits and labor groups like the California Teamsters, petitioned California Attorney General Rob Bonta to prevent OpenAI from becoming a for-profit. They allege that the company has “failed to protect its charitable assets” and is actively “subverting its charitable mission to advance safe artificial intelligence.”

Encode, a nonprofit involved in California’s previously unsuccessful SB 1047 AI safety legislation, raised similar concerns in an amicus brief filed in December.

OpenAI's Justification for the Conversion

OpenAI maintains that its conversion would preserve its nonprofit arm and provide it with resources for “charitable initiatives” in areas such as healthcare, education, and science. The nonprofit is projected to receive billions of dollars in exchange for its controlling stake in OpenAI’s enterprise.

The company stated on X, “We’re actually getting ready to build the best-equipped nonprofit the world has ever seen — we’re not converting it away.”

Time Constraints and Financial Implications

Reports indicate that OpenAI must complete its for-profit conversion by the end of this year or next to avoid potentially relinquishing some of the capital it has recently raised.