6 ms·

Well, their big mistake was being unwilling to be clear and explicit about this, but as I read it, the board's problem with him was that he wasn't actually acti

Well, their big mistake was being unwilling to be clear and explicit about this, but as I read it, the board's problem with him was that he wasn't actually acting as the executive of the non-profit that he was meant to be the executive of, but rather was acting entirely in the interests of a for-profit subsidiary of it (and in his own interests), which were in conflict with the non-profit's charter. I think where they really screwed up was in being unwilling or unable to argue this case.

Reptur 3y ago
Makes me curious if the reason behind that is just an NDA.
drooby 3y ago
It's just so strange. This is such a clearly justifiable reason that the fact that they didn't argue it... or argue.. anything, makes me very suspicious that it is correct.
- 7e 3y ago
  They were either scared of being sued for defamation or unwilling to divulge existential company secrets. Or both.
  - fastball 3y ago
    Doesn't really make sense to be unwilling to divulge company secrets if you're willing to gut the company for this hill.
    - 0xDEAFBEAD 3y ago
      They weren't willing to gut the company. That's why Sam is back as CEO.
      - jxi 3y ago
        It sounded like they would if they could (for instance trying to sell to Anthropic or instating a "slow it way down" CEO), but they even failed at that. Not an effective board at all.
        0xDEAFBEAD 3y ago
        >for instance trying to sell to Anthropic or instating a "slow it way down" CEO I wouldn't put these in the same category as "90% of staff leaves for Microsoft". In any case, let's not confuse unsuccessful with incompetent. (Or incompetent with immoral, for that matter.)
      - jacquesm 3y ago
        They were willing but failed, and mostly on account of not doing enough prepwork.
    - 6gvONxR4sf7o 3y ago
      It's remarkable that the old board is the side characterized as willing to blow up the company, since it was Altman's side who threatened to blow it up. All the old board really did was fire Altman and remove Brockman from the board.
    - DebtDeflation 3y ago
      Exactly. It sounds like those board members themselves were acting in the interest of profit instead of the "benefit all humanity" mission stuff, no different than Altman. If anything then, the only difference between the two groups is one of time horizon. Altman wants to make money from the technology now. The board wants to wait until it's advanced enough to take over the world, and then take over the world with it. For the world's benefit, of course.
  - 0xDEAFBEAD 3y ago
    I think "unwilling to divulge company secrets" is the best explanation here. We know that OpenAI does a staged release for their models with pre-release red-teaming. Helen says the key issue was the board struggling to "effectively supervise the company": https://nitter.net/hlntnr/status/1730034017435586920#m https://nitter.net/hlntnr/status/1730034017435586920#m Here's Nathan Labenz on how sketchy the red-teaming process for GPT4 was. Nathan states that OpenAI shut him out soon after he reached out to the board to let them know that GPT4 was a big deal and the board should be paying attention: https://nitter.net/labenz/status/1727327424244023482#m https://nitter.net/labenz/status/1727327424244023482#m [Based on the thread it seems like he reached out to people outside OpenAI in a way which could have violated a confidentiality agreement -- that could account for the shutout] My suspicion is that there was a low-level power struggle ongoing on the board for some time, but the straw that broke the camel's back was something like Nathan describes in his thread. To be honest I don't understand why his thread is getting so little play. It seems like a key piece of the puzzle. In any case, I don't think it would've been right for Helen to say publicly that "we hear GPT-5 is lit but Sam isn't letting us play with it", since "GPT-5 is lit" would be considered confidential information that she shouldn't unilaterally reveal.
    - g42gregory 3y ago
      So what is Nathan Labenz saying? That GPT-4 is dangerous somehow? It will get many people out of jobs? MS Office got all the typists out of jobs. OCR and Medical Software got all the medical transcriptionists out of jobs. And they created a lot more jobs in the process. GPT-4 is a very powerful tool. It has not a whiff of AGI in it. The whole AGI "scare" seems to be extremely political.
      - 0xDEAFBEAD 3y ago
        Nathan says the initial version of GPT-4 he red-teamed was "totally amoral" and it was happy to plan assassinations for him: https://nitter.net/labenz/status/1727327464328954121#m https://nitter.net/labenz/status/1727327464328954121#m Reducing the cost of medical transcription to ~$0 is one thing. Reducing the cost of assassination to ~$0 is quite another.
- sanderjd 3y ago
  Yeah, I totally agree! Like, this is such an obviously true and valid reason to fire him, but they never came out and said it! So ... is this not what it actually was? Or ... what? It truly is mystifying.
  - danbmil99 3y ago
    From a doomer/EA perspective, publicly saying that GPT5 is AGI or such would likely inspire & accelerate labs around the world to catch up. Thus it was more "Altruistic" / aligned with humanity's fate to stay mum and leave the situation cloudy.
    - esafak 3y ago
      No, it would not; they are already trying to catch up.
      - brhsagain 3y ago
        Having an existing example showing that something difficult is possible causes everyone else to replicate it much faster, like how a bunch of people started running sub-4-minute miles after the first guy did it.
      - throwuwu 3y ago
        If you know the outcome is favourable then you go all in. Right now the other competitors are just trying to match GPT4, if they knew AGI was achievable then they would throw everything they have at it in order to not be left out.
        xp84 3y ago
        Show me the researchers and companies where the people in charge and the people doing the work don’t think it’s possible to get better than GPT-4 and are slow-rolling things. I suppose maybe there are ones where they are slow-rolling because of their opinions about existential risk of AGI. But that’s not contingent on what OpenAI says or does.
maegul 3y ago
Really hope details come about this with all perspectives being provided. Whether they stuffed up or there are some details that made the situation unworkable for the board, it’s an interesting case study in governance and the whole nonprofit with a for profit subsidiary thing.
bhpm 3y ago
Argue their case? To whom? They were the board.
- LudwigNagasena 3y ago
  To the stakeholders, which include employees, customers, partners and, by OpenAI own mission statement, all of humanity in general.
- sanderjd 3y ago
  To the public, and to employees.
  - bhpm 3y ago
    To what end? The public and the employees don’t have a say in the corporate governance. That is the function of the board. As far as I can tell, the board had no obligation to consult the public or their shareholders or their employees on any of this.
    - Karunamon 3y ago
      And how did that attitude work out for them? Upwards of 90% of their staff threatened to bail out, every single one of them look like fools in public, and I would be shocked if there were not some recriminations behind closed doors from the likes of Microsoft's CEO.
      - bhpm 3y ago
        It’s not an “attitude.” It’s the legal structure of the corporation’s leadership. They were no more capable of incorporating the public will than an individual is capable of taking a vote on the flow of traffic on a public highway. That is to say, even if they had done what is proposed here, it wouldn’t have made a difference.
        sanderjd 3y ago
upwardbound 3y ago
Regardless of the board's failure to make their case, recent news suggests that the SEC is going to investigate whether it is true that Altman acted in the manner you describe, which would be a violation of fiduciary duty. I agree that it seems like an open & shut case. Typical SEC timelines mean that this will go public in about 18 months from now. An anonymous person has already filed an SEC whistleblower complaint about the behavioral pattern of Altman and Nadella, which has SEC Submission Number 17006-030-065-098. https://pressat.co.uk/releases/ai-community-calls-for-investigation-into-allegations-against-openai-ceo-sam-altman-and-microsoft-ceo-satya-nadella-0c7faf1ae54bf2017621682327bd9738/ https://pressat.co.uk/releases/ai-community-calls-for-invest... As the quid pro quo favoritism allegations remain under investigation, it is crucial to note that they are as yet unproven, and both Altman and Nadella are presumed innocent until proven guilty. https://influencermagazine.uk/2023/11/allegations-of-quid-pro-quo-behavior-tech-community-scrutinizing-satya-nadella-and-sam-altmans-high-stakes-friendship/ https://influencermagazine.uk/2023/11/allegations-of-quid-pr... 11 hours ago, the SEC tweeted the following new rule, which could be interpreted as a declaration that if Altman and Nadella are found guilty in this case, the SEC will block certain asset sales by OpenAI until the conflict of interest is unwound / neutralized: The Commission has adopted a new rule intended to prevent the sale of asset-backed securities (ABS) that are tainted by material conflicts of interest. Washington D.C., Nov. 27, 2023 — The Securities and Exchange Commission today adopted Securities Act Rule 192 to implement Section 27B of the Securities Act of 1933, a provision added by Section 621 of the Dodd-Frank Act. The rule is intended to prevent the sale of asset-backed securities (ABS) that are tainted by material conflicts of interest. It prohibits a securitization participant, for a specified period of time, from engaging, directly or indirectly, in any transaction that would involve or result in any material conflict of interest between the securitization participant and an investor in the relevant ABS. Under new Rule 192, such transactions would be “conflicted transactions.” https://twitter.com/SECGov/status/1729895926297247815 https://twitter.com/SECGov/status/1729895926297247815 https://www.sec.gov/news/press-release/2023-240 https://www.sec.gov/news/press-release/2023-240 More information: The Company exists to advance OpenAI, Inc.’s mission of ensuring that safe artificial general intelligence is developed and benefits all of humanity. The Company’s duty to this mission and the principles advanced in the OpenAI, Inc. Charter take precedence over any obligation to generate a profit. https://stratechery.com/2023/openais-misalignment-and-microsofts-gain/ https://stratechery.com/2023/openais-misalignment-and-micros... Some analysts, including Stratechery writer Ben Thompson, have described the 2019 acceptance of Microsoft’s controversial investment by Altman as the beginning of a troubling pattern of Altman repeatedly making deals with Microsoft which were often unfavorable to OpenAI. ... As Thompson describes it, this pattern of behavior culminated in an unusual intellectual property licensing arrangement which Microsoft’s Investor Relations site describes as a “broad perpetual license to all the OpenAI IP developed through the term of this partnership” “up until AGI” (Artificial General Intelligence). This perpetual license agreement includes the technology for OpenAI’s flagship products GPT-4 and Dall•E 3. https://www.microsoft.com/en-us/Investor/events/FY-2023/AI-Discussion-with-Amy-Hood-EVP-and-CFO-and-Kevin-Scott-EVP-of-AI-and-CTO https://michigan-post.com/redditors-from-r-wallstreetbets-call-attention-to-possibility-that-an-sec-investigation-of-openai-ceo-sam-altman-and-microsoft-ceo-satya-nadella-may-soon-be-filed/ https://michigan-post.com/redditors-from-r-wallstreetbets-ca... U.S. Securities and Exchange Commission – Tips, Complaints, and Referrals – Summary Page - Submitted Externally – PDF excerpt obtained 2023-11-26 via Signal Submission Number (redacted) was submitted on Wednesday, November 22, 2023 at 12:18:27 AM EST This PDF was generated on Wednesday, November 22, 2023 at 12:28:38 AM EST Image above includes ... the heading of a 7-page PDF titled "TCRReport (1).pdf" which was received by this reporter over the weekend via Signal. https://www.outlookindia.com/business-spotlight/sec-considering-investigation-of-openai-ceo-sam-altman-and-microsoft-ceo-satya-nadella-for-quid-pro-quo-favor-trading-news-333201 https://www.outlookindia.com/business-spotlight/sec-consider...
dacryn 3y ago
so much this, he kept introducing clauses in contracts that tied investments to him, and not necessarily to openai. He more or less did it with microsoft, to a small degree. So his firing could have caused quite a lot of money to be lost. But ok no big deal. But then he tried to do it again with a saudi contract. OpenAI board said explicitly they didn't want the partnership, and especially not tied to Altman personally being the CEO as a clause. Altman did it behind their back -> fired. This is the rumour on the streets, unconfirmed though
- octacat 3y ago
  If they gave a reasonable reason to the public, they could get away with it. Shady CEO vs equally shady board.
  - staunton 3y ago
    My take is that the board probably never had a chance no matter what they said or did. The company already "belonged" to Altman and Microsoft. The board was just there for virtue signaling and for quite a while already had no real power anymore beyond a small threat of creating bad publicity.
    - sanderjd 3y ago
      I think they could have actually blown up the whole thing and remained in charge of a greatly-diminished but also re-aligned non-profit organization. A lot of people (like me) would have thought, holy crap, that was insanely bold and unprecedented, I can't believe they actually did that, but it was admirably principled. Instead it was a confusing shambles that just left them looking like idiots with no plan.
  - timeon 3y ago
    How is public relevant here?
    - sanderjd 3y ago
Towaway69 3y ago
For me it seems to be a debate between moral versus money. Is it morally correct to create technology that would be extremely profitable but has the potential to fundamentally change humankind.

Reptur 3y ago

Makes me curious if the reason behind that is just an NDA.

drooby 3y ago

It's just so strange. This is such a clearly justifiable reason that the fact that they didn't argue it... or argue.. anything, makes me very suspicious that it is correct.

7e 3y ago
They were either scared of being sued for defamation or unwilling to divulge existential company secrets. Or both.
- fastball 3y ago
  Doesn't really make sense to be unwilling to divulge company secrets if you're willing to gut the company for this hill.
  - 0xDEAFBEAD 3y ago
    They weren't willing to gut the company. That's why Sam is back as CEO.
    - jxi 3y ago
      It sounded like they would if they could (for instance trying to sell to Anthropic or instating a "slow it way down" CEO), but they even failed at that. Not an effective board at all.
      - 0xDEAFBEAD 3y ago
        >for instance trying to sell to Anthropic or instating a "slow it way down" CEO I wouldn't put these in the same category as "90% of staff leaves for Microsoft". In any case, let's not confuse unsuccessful with incompetent. (Or incompetent with immoral, for that matter.)
    - jacquesm 3y ago
      They were willing but failed, and mostly on account of not doing enough prepwork.
  - 6gvONxR4sf7o 3y ago
    It's remarkable that the old board is the side characterized as willing to blow up the company, since it was Altman's side who threatened to blow it up. All the old board really did was fire Altman and remove Brockman from the board.
  - DebtDeflation 3y ago
    Exactly. It sounds like those board members themselves were acting in the interest of profit instead of the "benefit all humanity" mission stuff, no different than Altman. If anything then, the only difference between the two groups is one of time horizon. Altman wants to make money from the technology now. The board wants to wait until it's advanced enough to take over the world, and then take over the world with it. For the world's benefit, of course.
- 0xDEAFBEAD 3y ago
  I think "unwilling to divulge company secrets" is the best explanation here. We know that OpenAI does a staged release for their models with pre-release red-teaming. Helen says the key issue was the board struggling to "effectively supervise the company": https://nitter.net/hlntnr/status/1730034017435586920#m https://nitter.net/hlntnr/status/1730034017435586920#m Here's Nathan Labenz on how sketchy the red-teaming process for GPT4 was. Nathan states that OpenAI shut him out soon after he reached out to the board to let them know that GPT4 was a big deal and the board should be paying attention: https://nitter.net/labenz/status/1727327424244023482#m https://nitter.net/labenz/status/1727327424244023482#m [Based on the thread it seems like he reached out to people outside OpenAI in a way which could have violated a confidentiality agreement -- that could account for the shutout] My suspicion is that there was a low-level power struggle ongoing on the board for some time, but the straw that broke the camel's back was something like Nathan describes in his thread. To be honest I don't understand why his thread is getting so little play. It seems like a key piece of the puzzle. In any case, I don't think it would've been right for Helen to say publicly that "we hear GPT-5 is lit but Sam isn't letting us play with it", since "GPT-5 is lit" would be considered confidential information that she shouldn't unilaterally reveal.
  - g42gregory 3y ago
    So what is Nathan Labenz saying? That GPT-4 is dangerous somehow? It will get many people out of jobs? MS Office got all the typists out of jobs. OCR and Medical Software got all the medical transcriptionists out of jobs. And they created a lot more jobs in the process. GPT-4 is a very powerful tool. It has not a whiff of AGI in it. The whole AGI "scare" seems to be extremely political.
    - 0xDEAFBEAD 3y ago
      Nathan says the initial version of GPT-4 he red-teamed was "totally amoral" and it was happy to plan assassinations for him: https://nitter.net/labenz/status/1727327464328954121#m https://nitter.net/labenz/status/1727327464328954121#m Reducing the cost of medical transcription to ~$0 is one thing. Reducing the cost of assassination to ~$0 is quite another.
sanderjd 3y ago
Yeah, I totally agree! Like, this is such an obviously true and valid reason to fire him, but they never came out and said it! So ... is this not what it actually was? Or ... what? It truly is mystifying.
- danbmil99 3y ago
  From a doomer/EA perspective, publicly saying that GPT5 is AGI or such would likely inspire & accelerate labs around the world to catch up. Thus it was more "Altruistic" / aligned with humanity's fate to stay mum and leave the situation cloudy.
  - esafak 3y ago
    No, it would not; they are already trying to catch up.
    - brhsagain 3y ago
      Having an existing example showing that something difficult is possible causes everyone else to replicate it much faster, like how a bunch of people started running sub-4-minute miles after the first guy did it.
    - throwuwu 3y ago
      If you know the outcome is favourable then you go all in. Right now the other competitors are just trying to match GPT4, if they knew AGI was achievable then they would throw everything they have at it in order to not be left out.
      - xp84 3y ago
        Show me the researchers and companies where the people in charge and the people doing the work don’t think it’s possible to get better than GPT-4 and are slow-rolling things. I suppose maybe there are ones where they are slow-rolling because of their opinions about existential risk of AGI. But that’s not contingent on what OpenAI says or does.

maegul 3y ago

Really hope details come about this with all perspectives being provided. Whether they stuffed up or there are some details that made the situation unworkable for the board, it’s an interesting case study in governance and the whole nonprofit with a for profit subsidiary thing.

bhpm 3y ago

Argue their case? To whom? They were the board.

LudwigNagasena 3y ago
To the stakeholders, which include employees, customers, partners and, by OpenAI own mission statement, all of humanity in general.
sanderjd 3y ago
To the public, and to employees.
- bhpm 3y ago
  To what end? The public and the employees don’t have a say in the corporate governance. That is the function of the board. As far as I can tell, the board had no obligation to consult the public or their shareholders or their employees on any of this.
  - Karunamon 3y ago
    And how did that attitude work out for them? Upwards of 90% of their staff threatened to bail out, every single one of them look like fools in public, and I would be shocked if there were not some recriminations behind closed doors from the likes of Microsoft's CEO.
    - bhpm 3y ago
      It’s not an “attitude.” It’s the legal structure of the corporation’s leadership. They were no more capable of incorporating the public will than an individual is capable of taking a vote on the flow of traffic on a public highway. That is to say, even if they had done what is proposed here, it wouldn’t have made a difference.
      - sanderjd 3y ago

upwardbound 3y ago

Regardless of the board's failure to make their case, recent news suggests that the SEC is going to investigate whether it is true that Altman acted in the manner you describe, which would be a violation of fiduciary duty. I agree that it seems like an open & shut case. Typical SEC timelines mean that this will go public in about 18 months from now. An anonymous person has already filed an SEC whistleblower complaint about the behavioral pattern of Altman and Nadella, which has SEC Submission Number 17006-030-065-098. https://pressat.co.uk/releases/ai-community-calls-for-investigation-into-allegations-against-openai-ceo-sam-altman-and-microsoft-ceo-satya-nadella-0c7faf1ae54bf2017621682327bd9738/ https://pressat.co.uk/releases/ai-community-calls-for-invest... As the quid pro quo favoritism allegations remain under investigation, it is crucial to note that they are as yet unproven, and both Altman and Nadella are presumed innocent until proven guilty. https://influencermagazine.uk/2023/11/allegations-of-quid-pro-quo-behavior-tech-community-scrutinizing-satya-nadella-and-sam-altmans-high-stakes-friendship/ https://influencermagazine.uk/2023/11/allegations-of-quid-pr... 11 hours ago, the SEC tweeted the following new rule, which could be interpreted as a declaration that if Altman and Nadella are found guilty in this case, the SEC will block certain asset sales by OpenAI until the conflict of interest is unwound / neutralized: The Commission has adopted a new rule intended to prevent the sale of asset-backed securities (ABS) that are tainted by material conflicts of interest. Washington D.C., Nov. 27, 2023 — The Securities and Exchange Commission today adopted Securities Act Rule 192 to implement Section 27B of the Securities Act of 1933, a provision added by Section 621 of the Dodd-Frank Act. The rule is intended to prevent the sale of asset-backed securities (ABS) that are tainted by material conflicts of interest. It prohibits a securitization participant, for a specified period of time, from engaging, directly or indirectly, in any transaction that would involve or result in any material conflict of interest between the securitization participant and an investor in the relevant ABS. Under new Rule 192, such transactions would be “conflicted transactions.” https://twitter.com/SECGov/status/1729895926297247815 https://twitter.com/SECGov/status/1729895926297247815 https://www.sec.gov/news/press-release/2023-240 https://www.sec.gov/news/press-release/2023-240 More information: The Company exists to advance OpenAI, Inc.’s mission of ensuring that safe artificial general intelligence is developed and benefits all of humanity. The Company’s duty to this mission and the principles advanced in the OpenAI, Inc. Charter take precedence over any obligation to generate a profit. https://stratechery.com/2023/openais-misalignment-and-microsofts-gain/ https://stratechery.com/2023/openais-misalignment-and-micros... Some analysts, including Stratechery writer Ben Thompson, have described the 2019 acceptance of Microsoft’s controversial investment by Altman as the beginning of a troubling pattern of Altman repeatedly making deals with Microsoft which were often unfavorable to OpenAI. ... As Thompson describes it, this pattern of behavior culminated in an unusual intellectual property licensing arrangement which Microsoft’s Investor Relations site describes as a “broad perpetual license to all the OpenAI IP developed through the term of this partnership” “up until AGI” (Artificial General Intelligence). This perpetual license agreement includes the technology for OpenAI’s flagship products GPT-4 and Dall•E 3. https://www.microsoft.com/en-us/Investor/events/FY-2023/AI-Discussion-with-Amy-Hood-EVP-and-CFO-and-Kevin-Scott-EVP-of-AI-and-CTO https://michigan-post.com/redditors-from-r-wallstreetbets-call-attention-to-possibility-that-an-sec-investigation-of-openai-ceo-sam-altman-and-microsoft-ceo-satya-nadella-may-soon-be-filed/ https://michigan-post.com/redditors-from-r-wallstreetbets-ca... U.S. Securities and Exchange Commission – Tips, Complaints, and Referrals – Summary Page - Submitted Externally – PDF excerpt obtained 2023-11-26 via Signal Submission Number (redacted) was submitted on Wednesday, November 22, 2023 at 12:18:27 AM EST This PDF was generated on Wednesday, November 22, 2023 at 12:28:38 AM EST Image above includes ... the heading of a 7-page PDF titled "TCRReport (1).pdf" which was received by this reporter over the weekend via Signal. https://www.outlookindia.com/business-spotlight/sec-considering-investigation-of-openai-ceo-sam-altman-and-microsoft-ceo-satya-nadella-for-quid-pro-quo-favor-trading-news-333201 https://www.outlookindia.com/business-spotlight/sec-consider...

dacryn 3y ago

so much this, he kept introducing clauses in contracts that tied investments to him, and not necessarily to openai. He more or less did it with microsoft, to a small degree. So his firing could have caused quite a lot of money to be lost. But ok no big deal. But then he tried to do it again with a saudi contract. OpenAI board said explicitly they didn't want the partnership, and especially not tied to Altman personally being the CEO as a clause. Altman did it behind their back -> fired. This is the rumour on the streets, unconfirmed though

octacat 3y ago
If they gave a reasonable reason to the public, they could get away with it. Shady CEO vs equally shady board.
- staunton 3y ago
  My take is that the board probably never had a chance no matter what they said or did. The company already "belonged" to Altman and Microsoft. The board was just there for virtue signaling and for quite a while already had no real power anymore beyond a small threat of creating bad publicity.
  - sanderjd 3y ago
    I think they could have actually blown up the whole thing and remained in charge of a greatly-diminished but also re-aligned non-profit organization. A lot of people (like me) would have thought, holy crap, that was insanely bold and unprecedented, I can't believe they actually did that, but it was admirably principled. Instead it was a confusing shambles that just left them looking like idiots with no plan.
- timeon 3y ago
  How is public relevant here?
  - sanderjd 3y ago

Towaway69 3y ago

For me it seems to be a debate between moral versus money. Is it morally correct to create technology that would be extremely profitable but has the potential to fundamentally change humankind.