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April 13, 2025
The planned restructuring of OpenAI into a for-profit Public Benefit Corporation (PBC) continues to fuel discussion. Twelve former employees of the company have now expressed their support for a lawsuit filed by Elon Musk against OpenAI. They accuse the company of betraying its original mission to develop artificial intelligence for the benefit of humanity.
The former employees, including researchers, policy experts, and engineers, filed an amicus brief – a submission by a third party that provides the court with additional information or perspectives – with a U.S. federal court. They argue that OpenAI's non-profit structure was not merely symbolic, but a crucial condition for their employment. The OpenAI charter, according to the group, obligated the company to develop AI for the benefit of all people. This mission played a central role in their decision to join the company.
The brief alleges that internal documents and public statements, including CEO Sam Altman's testimony before the U.S. Senate in May 2023, emphasized that the non-profit organization retained control over the company's operations. Altman stated that profits for investors and employees were limited and that "the main beneficiary of the nonprofit is humanity, not OpenAI's investors."
The signatories of the amicus brief argue that OpenAI's plan to restructure its for-profit arm as a Public Benefit Corporation (PBC) would violate this principle. Under the new agreement, operational control would be transferred to the PBC, while the original non-profit organization would retain only a shareholder role. The brief states that this move would "eliminate key control mechanisms" and undermine the non-profit organization's ability to enforce important provisions of the OpenAI charter.
Among the endangered provisions is the "merge-and-assist" clause, which obligates OpenAI to collaborate with other safety-oriented AGI (Artificial General Intelligence) initiatives rather than compete with them. According to the brief, after the proposed restructuring, OpenAI "can no longer credibly commit to 'ceasing competition and instead assisting.'" The signatories argue that transferring control to a for-profit entity would undermine this commitment. "Instead, for-profit shareholders, who would control the subsidiary, would be incentivized in such a competitive scenario to do the exact opposite – race ahead to catch up, potentially cutting corners on safety," they write.
The former employees also claim that OpenAI's non-profit governance structure was used as an important recruiting tool, particularly for individuals concerned about AI safety. Some reportedly declined offers from competitors like Google and Anthropic to join OpenAI, believing that non-profit oversight would ensure ethical development. In an affidavit attached to the brief, former OpenAI researcher Todor Markov accuses CEO Sam Altman of misleading employees. Markov claims that departing employees were required to sign strict confidentiality agreements to retain their earned equity. Altman initially denied knowledge of the agreements, but documents bearing his signature later surfaced.
Elon Musk's lawsuit aims to prevent OpenAI from completing the restructuring. If successful, the case could significantly impact the company's operations. Current investor funding is contingent on the reorganization being completed by the end of the year. A delay could jeopardize OpenAI's access to future funding and alter its strategic direction. The case is not expected to go to trial before the spring of 2026.
Markov emphasizes that the brief should not be interpreted as support for Musk personally. "The nonprofit needs to maintain control over the for-profit," he wrote. "This has nothing to do with Elon Musk and everything to do with the public interest."
