OPENAI and Microsoft rewrite the terms of their partnership of several billion dollars in a high challenged negotiations designed to allow the Chatppt manufacturer to launch a future IPO, while protecting the software giant access to advanced artificial intelligence models.
Microsoft, the largest OPENAI funder, is a key opinion of the start-ups of the 260 billion dollars to undergo a corporate restructuring which distances the group from its roots as a non-profit organization with a mission to develop AI for the benefit of humanity.
A critical problem in deliberations is the quantity of equity in the restructured group that Microsoft will receive in exchange for more than $ 13 billion which he has invested in Openai to date.
According to several people who know the negotiations, the pair also revises the terms of a broader contract, written for the first time when Microsoft has invested $ 1 billion in Openai in 2019.
The contract currently takes place around 2030 and covers what Microsoft has to open the intellectual property of OPENAI, such as models and products, as well as share of income from product sales.
Three people with direct knowledge of the conferences said that Microsoft proposed to give up part of its participation of actions in the new OPENAI for profit company in exchange for access to new technologies developed beyond the 2030 Cup.
This agreement is essential to the restructuring efforts of Openai and could dictate the future of a company that has been at the forefront of technological groups building large models of languages, a transformative technology that is starting to disrupt the global industries.
Openai’s general manager Sam Altman said that his goal was to go further and build general artificial intelligence, systems that go beyond humans’ capacities.
Last week, Openai abandoned the controversial plans which would have deleted the ultimate control of the group by its non -profit board of directors. However, he has kept plans for his commercial arm to become a public service company (PBC), an organization focused on social good in addition to making profits.
This business model, adopted by rivals such as Anthropic and Elon Musk’s Venture XAI, would always allow Openai to offer investors’ actions in the company. A person close to the company said that change is a key demand from investors and would guarantee that a “IPO becomes possible” in the future.
Negotiations between Openai and Microsoft are complicated by cooling between companies, according to several people with direct knowledge of their relationship.
Groups remain close collaborators. Microsoft has integrated OPENAI technology into its software products, while providing him with huge amounts of computer power to form AI models.
But Openai’s ambitions have increased competition with its greatest benefactor. The start-up has targeted corporate customers with AI products, while looking for partners such as Japan Softbank and Larry Ellison’s Oracle to build its own vast IT infrastructure nicknamed “Stargate”.
“Friction comes in part from the style. Openai said to Microsoft “gives us money and calculate and stay away: be happy to be on the Tour with us”. So, of course, this leads to tensions, “said a main employee of Microsoft. “To be honest, it’s a bad partner attitude, it shows arrogance.”
A person close to Openai said: “Microsoft still wants [this conversion] to succeed. It is not as if everything had gone to hell and that it is an open war. There is a difficult negotiation, but we are convinced that we will. »»
Openai was founded as a non -profit research laboratory in 2015 by Altman, Musk and nine others. The group launched a for -profit subsidiary in 2019 in which external groups could invest in exchange on the one hand of future profits, up to a certain ceiling.
At the time, the group told investors, including Microsoft to consider such funding “in the mind of a donation” and warned them that its mission would have priority over profits.
However, recent investors have not considered their support as a donation.
In October of last year, Openai raised an increase of $ 6.6 billion in softbank, Microsoft and capitalist capitalists, including Thrive Capital and Altimeter Capital. In March, he collected additional $ 40 billion in a round led by SoftBank.
Within the framework of these transactions, the provisions of investors contracts indicate the quantity of equity they will receive during the OPENAI converted into a new structure.
These contracts mean that investors have the possibility of recovering part or all of the money they have committed if Openai fails to convert to PBC. Openai leaders are convinced that their donors will remain engaged even if there is a delay in restructuring.
The obligation to convert into a more conventional profit group is “high -level recognition of what is necessary to collect this amount of money,” said a person close to Openai, who added that the collection of “40 billion dollars in a capped profit structure is not achievable”.
Even if an agreement can be concluded with Microsoft, Openai faces other obstacles. He undertook on Monday to ensure that his commercial branch would finally be controlled by a non -profit board of directors by giving the Council a substantial participation in the PBC and the power to appoint its administrators.
But that failed to satisfy the criticisms that claim that Openai jeopardizes his mission by taking advantage of a goal.
Musk, who left Openai after fighting with Altman, promised to continue his legal action to stop any business restructuring.
“The charitable organization always transforms its assets and technology for private persons for private purposes – including Sam Altman – while transmitting all the real work of the charitable organization on AI / AGE in a giant for -profit,” wrote Musk lawyer Marc Toberoff, in a press release.
Page Hedley, a former OpenAi employee, said that the proposed changes have undermined the mission of Openai and created “the potential for wealth and extraordinary power of general artificial intelligence [to] be reassigned to the public to Openai investors. »»
OPENAI must also persuade the authorities of California and Delaware – the states in which it is based and incorporated – that its proposal will maintain the mission of the group for the benefit of the public.
The general prosecutor of Delaware, Kathy Jennings, said on Monday that she would examine the new OpenAi plan “to comply with the Delaware law by ensuring that it agrees with the objective of OPENAI and that the non -profit entity retains appropriate control over the for -profit entity”.
The initiates of the industry said that the failure of the new Openai plan to make its business an ABC could prove to be a critical blow. This would strike OpenAi’s ability to collect more funds, make a future float and obtain financial resources to face the rivals of large technologies such as Google.
This left the future of Openai at the mercy of investors, like Microsoft, who want to make sure they benefit from its enormous growth, said Dorothy Lund, professor of law at Columbia Law School.
“When you are a mission focused on investor money, you are in a dangerous position,” she said. “You have to walk this line: you want your investors to continue to give you huge vouchers of a billion dollars, so you have to keep them happy.”
