OpenAI and Microsoft are rewriting the terms of their multibillion-dollar partnership in a high-stakes negotiation designed to allow the ChatGPT maker to launch a future IPO, while protecting the software giant’s access to cutting-edge artificial intelligence models.
Microsoft, OpenAI’s biggest backer, is a key holdout to the $260bn start-up’s plans to undergo a corporate restructuring that moves the group further away from its roots as a non-profit with a mission to develop AI to “benefit humanity”.
A critical issue in the deliberations is how much equity in the restructured group Microsoft will receive in exchange for the more than $13bn it has invested in OpenAI to date.
According to multiple people with knowledge of the negotiations, the pair are also revising the terms of a wider contract, first drafted when Microsoft first invested $1bn into OpenAI in 2019.
The contract currently runs to 2030 and covers what access Microsoft has to OpenAI’s intellectual property such as models and products, as well as a revenue share from product sales.
Three people with direct knowledge of the talks said Microsoft is offering to give up some of its equity stake in OpenAI’s new for-profit business in exchange for accessing new technology developed beyond the 2030 cut off.
That deal is critical to OpenAI’s restructuring efforts and could dictate the future of a company which has been in the vanguard of tech groups building large language models, a transformative technology that is beginning to disrupt global industries.
OpenAI’s chief executive Sam Altman has said his goal is to go further and build artificial general intelligence, systems that surpass the abilities of humans.
Last week OpenAI ditched controversial plans that would have removed ultimate control of the group by its non-profit board. However, it retained plans for its business arm to become a public benefit corporation (PBC), a body focused on social good in addition to making profits.
That corporate model, adopted by rivals such as Anthropic and Elon Musk’s venture xAI, would still allow OpenAI to offer investors equity in the business. A person close to the company said the change is a key demand of investors and would ensure that an “IPO becomes possible” in the future.
Negotiations between OpenAI and Microsoft are complicated by a cooling between the companies, according to multiple people with direct knowledge of their relationship.
The groups remain close collaborators. Microsoft has embedded OpenAI’s technology into its software products, while providing it with huge amounts of computing power to train AI models.
But OpenAI’s ambitions have increased competition with its biggest benefactor. The start-up has targeted enterprise customers with AI products, while seeking partners such as Japan’s SoftBank and Larry Ellison’s Oracle to build its own vast computing infrastructure dubbed “Stargate”.
“The friction comes partly due to style. OpenAI says to Microsoft ‘gives us money and compute and stay out of the way: be happy to be on the ride with us.’ So naturally this leads to tensions,” said one senior employee at Microsoft. “To be honest, that is a bad partner attitude, it shows arrogance.”
One person close to OpenAI said: “Microsoft still wants [this conversion] to succeed. It’s not like it’s all gone to hell and it’s open warfare. There’s a tough negotiation but we’re confident we’ll get it done.”
OpenAI was founded as a non-profit research lab in 2015 by Altman, Musk and nine others. The group launched a for-profit subsidiary in 2019 into which outside groups could invest in exchange for a share of future profits, up to a certain cap.
At the time, the group told investors including Microsoft to regard such funding “in the spirit of a donation” and warned them its mission would take precedence over profits.
Recent investors have not regarded their backing as a donation, however.
In October last year, OpenAI raised $6.6bn raise from SoftBank, Microsoft and venture capitalists including Thrive Capital and Altimeter Capital. In March, it raised a further $40bn in a round led by SoftBank.
As part of those deals, provisions in the investors’ contracts lay out how much equity they will receive when OpenAI converts to a new structure.
Those contracts mean that the investors have the option to recoup some or all of the cash they have committed if OpenAI fails to convert into a PBC. OpenAI’s executives are confident that their backers will remain committed even if there is a delay to the restructuring.
The requirement to convert into a more conventional for-profit group is “a high level recognition of what’s required to raise this amount of money,” said one person close to OpenAI, who added that raising “$40bn under a capped profit structure is not achievable.”
Even if a deal can be reached with Microsoft, OpenAI faces further hurdles. It pledged on Monday to ensure its business arm would still ultimately be controlled by a non-profit board by giving the board a substantial equity stake in the PBC and the power to nominate its directors.
But that has failed to satisfy critics who claim OpenAI is imperilling its mission by putting profit over purpose.
Musk, who left OpenAI after falling out with Altman, has vowed to continue his legal action seeking to stop any corporate restructuring.
“The charity is still turning over its assets and technology to private persons for private gain — including Sam Altman — while moving all of the charity’s actual work on AI/AGI into a giant for-profit corporation,” wrote Musk’s attorney Marc Toberoff in a statement.
Page Hedley, a former OpenAI employee, said that the proposed changes undermined OpenAI’s mission and created “the potential for extraordinary wealth and power from artificial general intelligence [to] be reallocated from the public to OpenAI’s investors.”
OpenAI must also persuade the authorities in California and Delaware — the states in which it is headquartered and incorporated — that its proposal will uphold the group’s mission to benefit the public.
Delaware’s attorney-general Kathy Jennings said on Monday she would review OpenAI’s new plan “for compliance with Delaware law by ensuring that it accords with OpenAI’s charitable purpose and that the non-profit entity retains appropriate control over the for-profit entity.”
Industry insiders said a failure of OpenAI’s new plan to make its business arm a PBC could prove a critical blow. That would hit OpenAI’s ability to raise more cash, achieve a future float, and obtain the financial resources to take on Big Tech rivals such as Google.
That has left OpenAI’s future at the mercy of investors, such as Microsoft, who want to ensure they gain the benefit of its enormous growth, said Dorothy Lund, professor of law at Columbia Law School.
“When you’re a mission driven company which needs money from investors, you are in a dangerous position,” she said. “You have to walk this line: you want your investors to keep giving you huge billion dollar cheques, so you need to keep them happy.”
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