CA and DE AGs Secure Safety and Oversight Commitments, Will Not Oppose OpenAI Recapitalization

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  • Delaware AG Kathy Jennings announced that her office has issued a Statement of No Objection to the proposed corporate recapitalization of the artificial intelligence company, OpenAI, Inc., a Delaware nonprofit corporation headquartered in California.
  • Following OpenAI’s creation of a public benefit corporation (PBC), AG Jennings reviewed the plan to ensure that (1) OpenAI’s public safety mission is not diluted by the PBC’s profit-driven interests; (2) the existing nonprofit corporation (NFP) maintains control over the PBC; and (3) the NFP is treated fairly in the recapitalization. She worked closely with California AG Rob Bonta and his staff during the review process.
  • As disclosed in her Statement of No Objection, AG Jennings secured key commitments from OpenAI, including: the NFP’s exclusive authority to appoint and remove PBC board members; the requirement that the PBC’s mission mirrors the NFP’s mission and the PBC prioritizes public safety and security over shareholder interests; the NFP’s continued access to OpenAI’s research, intellectual property, and operational resources; and advance notice to the AG of any major governance changes.
  • AG Bonta also issued a statement and a Memorandum of Understanding between OpenAI and the California DOJ, which secured commitments to ensure that charitable assets be used for their intended purpose, and OpenAI continues to operate in California.
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