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OpenAI is preparing a major structural shift: the company plans to reestablish itself as a for-profit business. A key step toward that goal came this week, as Microsoft agreed in principle to adjust the terms of their partnership.

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The tentative deal clears the way for OpenAI to move forward with its long-planned transition into a Public Benefit Corporation. As part of the restructuring, OpenAI's nonprofit parent organization will receive a stake in the new company valued at more than $100 billion. Board chair Bret Taylor described the nonprofit as one of the "best-funded philanthropic organizations in the world." According to the New York Times, the nonprofit's stake would amount to over 20 percent of the business. In a recent secondary sale, OpenAI itself was valued at $500 billion.

Microsoft's cooperation was considered essential for the restructuring. Between 2019 and 2023, the company invested over $13 billion in OpenAI, securing nearly half of future profits in return. That agreement made it difficult for OpenAI to shift toward a standard for-profit structure. The new contract, currently just a non-binding memorandum of understanding, would rewrite key terms, including financial arrangements, technology sharing, and revenue allocation.

One clause that remains, though modified, is the controversial AGI provision. If OpenAI ever declares it has achieved Artificial General Intelligence, Microsoft would immediately lose access to its most powerful models. The exact changes to the clause have not yet been disclosed.

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Alongside the restructuring, OpenAI announced a $50 million grant program aimed at nonprofits and local organizations, with a focus on AI education and economic inclusion.

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Summary
  • OpenAI plans to restructure from its current nonprofit model into a for-profit Public Benefit Corporation, with Microsoft agreeing in principle to modify their partnership terms to enable this transition.
  • The restructuring would give OpenAI's nonprofit parent organization a stake worth over $100 billion in the new company, representing more than 20 percent of the business based on OpenAI's recent $500 billion valuation.
  • Microsoft's cooperation was crucial since the company invested over $13 billion between 2019 and 2023 in exchange for nearly half of future profits, and the new agreement would rewrite financial arrangements while maintaining a modified version of the AGI provision that cuts Microsoft's access to OpenAI's most advanced models.
Max is the managing editor of THE DECODER, bringing his background in philosophy to explore questions of consciousness and whether machines truly think or just pretend to.
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