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Good questions! Right now, OpenAI, Inc. (California non-profit, lets say the charity) is the sole controlling shareholder of OpenAI Global LLC (Delaware for-pr
by bbor 2y ago
Good questions!
Right now, OpenAI, Inc. (California non-profit, lets say the charity) is the sole controlling shareholder of OpenAI Global LLC (Delaware for-profit, lets say the company). So, just to start off with the big picture: the whole enterprise was ultimately under the sole control of the non-profit board, who in turn was obligated to operate in furtherance of "charitable public benefit". This is what the linked article means by "significant governance changes happening behind the scenes," which should hopefully convince you that I'm not making this part up.
To get really specific, this change would mean that they'd no longer be obligated to comply with these CA laws:
https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=GOV&division=3.&title=2.&part=2.&chapter=6.&article=7 https://leginfo.legislature.ca.gov/faces/codes_displayText.x...
https://oag.ca.gov/system/files/media/registration-reporting-supervision.pdf https://oag.ca.gov/system/files/media/registration-reporting...
And, a little less importantly, comply with the guidelines for "Public Charities" covered by federal code 501(c)(3) (https://www.law.cornell.edu/uscode/text/26/501 https://www.law.cornell.edu/uscode/text/26/501) covered by this set of articles: https://www.irs.gov/charities-non-profits/charitable-organizations/exemption-requirements-501c3-organizations https://www.irs.gov/charities-non-profits/charitable-organiz... . The important bits are:
The term charitable is used in its generally accepted legal sense and includes relief of the poor, the distressed, or the underprivileged; advancement of religion; advancement of education or science; erecting or maintaining public buildings, monuments, or works; lessening the burdens of government; lessening neighborhood tensions; eliminating prejudice and discrimination; defending human and civil rights secured by law; and combating community deterioration and juvenile delinquency.
... The organization must not be organized or operated for the benefit of private interests, and no part of a section 501(c)(3) organization's net earnings may inure to the benefit of any private shareholder or individual.
I'm personally dubious about the specific claims you made about revenue, but that's hard to find info on, and not the core issue. The core issue was that they were obligated (not just, like, promising) to direct all of their actions towards the public good, and they're abandoning that to instead profit a few shareholders, taking the fruit of their financial and social status with them. They've been making some money for some investors (or losses...), but the non-profit was, legally speaking, only allowed to permit that as a means to an end.
Naturally, this makes it very hard to explain how the nonprofit could give up basically all of its control without breaking its obligations.
All the above covers "why does it feel unfair for a non-profit entity to gift its assets to a for-profit", but I'll briefly cover the more specific issue of "why does it feel unfair for OpenAI in particular to abandon their founding mission". The answer is simple: they explicitly warned us that for-profit pursuit of AGI is dangerous, potentially leading to catastrophic tragedies involving unrelated members of the global public. We're talking "mass casualty event"-level stuff here, and it's really troubling to see the exact same organization change their mind now that they're in a dominant position. Here's the relevant quotes from their founding documents:
OpenAI is a non-profit artificial intelligence research company. Our goal is to advance digital intelligence in the way that is most likely to benefit humanity as a whole, unconstrained by a need to generate financial return. Since our research is free from financial obligations, we can better focus on a positive human impact...
It’s hard to fathom how much human-level AI could benefit society, and it’s equally hard to imagine how much it could damage society if built or used incorrectly. Because of AI’s surprising history, it’s hard to predict when human-level AI might come within reach. When it does, it’ll be important to have a leading research institution which can prioritize a good outcome for all over its own self-interest.
From their 2015 founding post: https://openai.com/index/introducing-openai/ https://openai.com/index/introducing-openai/
We commit to use any influence we obtain over AGI’s deployment to ensure it is used for the benefit of all, and to avoid enabling uses of AI or AGI that harm humanity or unduly concentrate power. Our primary fiduciary duty is to humanity...
We are concerned about late-stage AGI development becoming a competitive race without time for adequate safety precautions. Therefore, if a value-aligned, safety-conscious project comes close to building AGI before we do, we commit to stop competing with and start assisting this project. We will work out specifics in case-by-case agreements, but a typical triggering condition might be “a better-than-even chance of success in the next two years.”
From their 2018 charter: https://web.archive.org/web/20230714043611/https://openai.com/charter https://web.archive.org/web/20230714043611/https://openai.co...
Sorry for the long reply, and I appreciate the polite + well-researched question! As you can probably guess, this move makes me a little offended and very anxious. For more, look at the posts from the leaders who quit in protest yesterday, namely their CTO.
- throwup238 2y ago> I'm personally dubious about the specific claims you made about revenue, but that's hard to find info on, and not the core issue. The core issue was that they were obligated (not just, like, promising) to direct all of their actions towards the public good, and they're abandoning that to instead profit a few shareholders, taking the fruit of their financial and social status with them. They've been making some money for some investors (or losses...), but the non-profit was, legally speaking, only allowed to permit that as a means to an end. Look at your OpenAI invoices. They're paid to OpenAI LLC, not OpenAI Inc. I can't find confirmation on openai.com what the exact relationship between OpenAI Global LLC and OpenAI LLC is but the former is on their "Our Structure" page and the latter is in their data processing addendum so it's probably the subsidiary in charge of operating the services while Global does training and licenses it downstream. OpenAI Global was the one that made that big $10 billion deal with Microsoft That obligation is why they had to spin off a for-profit corporation. Courts are very strict in their interpretation of what "unrelated business income" is and the for-profit LLC protects the non-profit's tax exempt status. > "why does it feel unfair for a non-profit entity to gift its assets to a for-profit" What assets were gifted, exactly? They created the for-profit shortly after GPT2 (in 2019) and as far as I can tell that's the organization that has developed the IP that's actually making money now. I honestly don't understand how this isn't in the interest of the nonprofit's mission. It's currently a useless appendage and will never have any real power or resources until either OpenAI is in the black and sending profit up to it, or they can sell OpenAI shares. I don't think the charity has any more claim over GPT4 than Google does, having invented transformers. If this next round of funding goes through at $100-150 billion valuation, OpenAI Inc will probably be (on paper at least) the second wealthiest charity on the planet after the Novo Nordisk Foundation. This restructuring opens the way for the nonprofit to sell its shares and it's going to be a hell of a lot of money to dedicate towards their mission - instead of watching its subsidiary burn billions of dollars with no end in sight.
- bbor 2y agoThanks for another polite response! I think this is the fundamental misunderstanding: What assets were gifted, exactly? ...It's currently a useless appendage and will never have any real power or resources until either OpenAI is in the black and sending profit up to it, or they can sell OpenAI shares. The charity will gift its control of a $100B company for some undisclosed "minority stake" (via a complex share dilution scheme), in exchange for nothing other than "the people we're gifting it to have promised to do good with it". It's really that simple. The charity never was intended to draw profit from the for-profit, and the "never have any real power" contention is completely inaccurate -- they have direct, sole control over the whole enterprise. This restructuring opens the way for the nonprofit to sell its shares and it's going to be a hell of a lot of money to dedicate towards their mission Even putting aside the core issue above (they won't have many shares to sell), the second part of my comment comes back here: what would they buy with all that money? Anthropic? Their explicit mission is to beat for-profit firms in the race to AGI so convincingly that an arms race is avoided. How could they possibly accomplish this after gifting/selling away control of the most capable AI system on the planet? Finally, one tiny side point: Courts are very strict in their interpretation of what "unrelated business income" is and the for-profit LLC protects the non-profit's tax exempt status. I'm guessing you're drawing on much more direct experience than I am and I don't question that, but this seems like a deceptive framing. Normal charities have no issues with unrelated business income, because they don't run "trades or businesses", they just spend their money. I know that selling ChatGPT subscriptions is a large income source, but it's far from the only way to pursue their mission -- and is wildly insufficient, anyway. They in no way were forced to do it to meet their obligations. Again, I'm a noob, so I'll cite the IRS-for-dummies page on the topic for onlookers: https://www.irs.gov/charities-non-profits/unrelated-business-income-defined https://www.irs.gov/charities-non-profits/unrelated-business...