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Your quote answers your own question: > A corporation’s bylaws ordinarily provide You would need to read the bylaws to determine if the meeting was proper or

• jlokier 3y ago
  Perhaps. The bylaws provide details such as who can call a meeting, how to perform written votes without a meeting, etc. but not the fact that the board of directors have legal protection as a collectively responsibility group, shielded from individual liability for their decisions, only if they act as a board rather than doing their own thing. An improperly conducted meeting which excluded some board members on such a substantial decision could open OpenAI, or even the individual directors who took the decision, to losing a lawsuit from parties injured by the decision, such as Microsoft, Altman, Brockman and others. A lawsuit seems unlikely, but its possibility creates pressures on OpenAI that wouldn't be present if the decisions were taken in a more "above board" manner (see what I did there). For example, hypothetically if there were enforcable non-disclosure and/or non-compete contracts between OpenAI and Altman that would prevent Microsoft hiring him straight away to directly work on a copy of OpenAI's technology, the poorly conducted board decision would boost Microsoft and Altman's confidence to ignore those contracts, knowing they could counter-sue at any time. Another example, it could empower Microsoft to force OpenAI to increase Microsoft's share in the for-profit subsidiary above 50%, effectively transferring full control of OpenAI's technical assets including data to Microsoft.