4 ms·

I like to believe they actually did their homework and thought this through. We also don't have the full story so it's hard to say.

by x86x87 3y ago

jacquesm 3y ago
It could be. But I've yet to see any evidence of that. More likely it wasn't because short of a massive skeleton in a cup-board in Sam Altmans' apartment this was mishandled and by now I would have expected that to come out.
- laserlight 3y ago
  > I've yet to see any evidence of that. What evidence were you expecting to find? The board said that Sam wasn't candid with his communication. I've yet to see any evidence that he was candid. Unless the communication has been recorded, and somehow leaks, there won't be any evidence that we can see.
  - jacquesm 3y ago
    I suspect that if that evidence existed we'd have seen it by now because without it the board looks like incompetents.
jsolson 3y ago
They are a small board, and Microsoft has a very large number of lawyers. I do not believe it is possible for them to have thought this through. I believe they'll have read the governing documents, and even had some good lawyers read them, but no governance structure is totally unambiguous. Something I'm immensely curious about is whether they even considered that their opposition might look for ways to make them _criminally_ liable.
- jacquesm 3y ago
  I don't see any ways in which they could be held criminally liable for just voting their conscience, and good luck verifying that. So that angle is not open for exploration as far as I can see. But what would scare the wits out of any board members is to have say the full power of Microsoft's legal department going after them for the perceived damages with respect to either Microsoft's stock price (a publicly traded company, no less) or the value of Microsoft's holdings in OpenAI. And, incidentally, if there is a criminal angle that's probably the only place you might possibly find it and it would take the SEC to bring suit: they'd have to prove that one or more of the board members profited from this move privately or that someone in their close circle profited from it. Hm. So maybe there is such an angle after all. Even threatening that might be enough to get them to fold, if any of them or their extended family sold any Microsoft stock prior to the announcement they'd be fairly easy to intimidate.
  - laserlight 3y ago
    > But what would scare the wits out of any board members Don't you think the board must have sought legal counsel before acting? It is more likely than not that they checked with a lawyer whether what they were doing is within their legal rights. I don't think OpenAI board has any responsibility to care for Microsoft's stock price. Such arguments won't hold water in a court of law. And I don't think the power of Microsoft's legal department would matter when there's no legal basis.
    - jsolson 3y ago
      There is a difference between "my lawyers advised me that it was probably ok" and "Microsoft's legal team spent 100,000 billable hours pouring over case law to demonstrate that it was not, in fact, ok." > I don't think OpenAI board has any responsibility to care for Microsoft's stock price. They control an entity that accepted $10B from Microsoft. Someone signed that term sheet.
      - laserlight 3y ago
        For such a basic action as a board exercising one of the most fundamental of its rights, I don't think it's necessary to spend 100K hours. And I don't think the board consulted to random lawyers off the street. > Someone signed that term sheet. Do you think that the term sheet holds OpenAI liable for changes in Microsoft's stock price?
        junofan 3y ago
        The board folded. > Do you think that the term sheet holds OpenAI liable for changes in Microsoft's stock price? There’s nothing binding on a term sheet.
        jacquesm 3y ago
        > There’s nothing binding on a term sheet. The confidentiality part and the 'no shop' part of a terms sheet are definitely binding and if you break those terms you'll be liable for damages.
mdekkers 3y ago
I read somewhere that the CTO wasn’t at all the best pick for interim CEO, but they couldn’t find anyone else that was in their camp in a hurry. Nothing about this looks like they did their homework and thought this through. If they _had_ done those things, MSFT wouldn’t be as pissed as they are right now.
- jacquesm 3y ago
  Where did you read that? That's interesting and would be one more proof point that they did this completely unprepared.

I like to believe they actually did their homework and thought this through. We also don't have the full story so it's hard to say.

by x86x87 3y ago

I like to believe they actually did their homework and thought this through. We also don't have the full story so it's hard to say.

jacquesm 3y ago

It could be. But I've yet to see any evidence of that. More likely it wasn't because short of a massive skeleton in a cup-board in Sam Altmans' apartment this was mishandled and by now I would have expected that to come out.

laserlight 3y ago
> I've yet to see any evidence of that. What evidence were you expecting to find? The board said that Sam wasn't candid with his communication. I've yet to see any evidence that he was candid. Unless the communication has been recorded, and somehow leaks, there won't be any evidence that we can see.
- jacquesm 3y ago
  I suspect that if that evidence existed we'd have seen it by now because without it the board looks like incompetents.

jsolson 3y ago

They are a small board, and Microsoft has a very large number of lawyers. I do not believe it is possible for them to have thought this through. I believe they'll have read the governing documents, and even had some good lawyers read them, but no governance structure is totally unambiguous. Something I'm immensely curious about is whether they even considered that their opposition might look for ways to make them _criminally_ liable.

jacquesm 3y ago
I don't see any ways in which they could be held criminally liable for just voting their conscience, and good luck verifying that. So that angle is not open for exploration as far as I can see. But what would scare the wits out of any board members is to have say the full power of Microsoft's legal department going after them for the perceived damages with respect to either Microsoft's stock price (a publicly traded company, no less) or the value of Microsoft's holdings in OpenAI. And, incidentally, if there is a criminal angle that's probably the only place you might possibly find it and it would take the SEC to bring suit: they'd have to prove that one or more of the board members profited from this move privately or that someone in their close circle profited from it. Hm. So maybe there is such an angle after all. Even threatening that might be enough to get them to fold, if any of them or their extended family sold any Microsoft stock prior to the announcement they'd be fairly easy to intimidate.
- laserlight 3y ago
  > But what would scare the wits out of any board members Don't you think the board must have sought legal counsel before acting? It is more likely than not that they checked with a lawyer whether what they were doing is within their legal rights. I don't think OpenAI board has any responsibility to care for Microsoft's stock price. Such arguments won't hold water in a court of law. And I don't think the power of Microsoft's legal department would matter when there's no legal basis.
  - jsolson 3y ago
    There is a difference between "my lawyers advised me that it was probably ok" and "Microsoft's legal team spent 100,000 billable hours pouring over case law to demonstrate that it was not, in fact, ok." > I don't think OpenAI board has any responsibility to care for Microsoft's stock price. They control an entity that accepted $10B from Microsoft. Someone signed that term sheet.
    - laserlight 3y ago
      For such a basic action as a board exercising one of the most fundamental of its rights, I don't think it's necessary to spend 100K hours. And I don't think the board consulted to random lawyers off the street. > Someone signed that term sheet. Do you think that the term sheet holds OpenAI liable for changes in Microsoft's stock price?
      - junofan 3y ago
        The board folded. > Do you think that the term sheet holds OpenAI liable for changes in Microsoft's stock price? There’s nothing binding on a term sheet.
        jacquesm 3y ago
        > There’s nothing binding on a term sheet. The confidentiality part and the 'no shop' part of a terms sheet are definitely binding and if you break those terms you'll be liable for damages.

mdekkers 3y ago

I read somewhere that the CTO wasn’t at all the best pick for interim CEO, but they couldn’t find anyone else that was in their camp in a hurry. Nothing about this looks like they did their homework and thought this through. If they _had_ done those things, MSFT wouldn’t be as pissed as they are right now.

jacquesm 3y ago
Where did you read that? That's interesting and would be one more proof point that they did this completely unprepared.