zlacker

>>medler+(OP)
This makes no sense. People are calling what the board did a coup, but Altman is trying (failing?) to stage a coup.

The board was Altmans boss - this is pretty much their only job. Altman knew this and most likely ignored any questions or concerns of theirs thinking he is the unfireable superstar

Imagine if your boss fired you - and your response was - I’ll come back if you quit! Yeah, no. People might confuse status with those of actual ceo shareholders like zuck, bezos, or musk. But Altman is just another employee

The shareholders can fire the board, but that’s not what he’s asking for. And so far we haven’t heard anything about them getting fired. So mostly this just seems like an egomaniac employee who thinks he is the company (while appropriating the work of some really really smart data scientists)

>>shmatt+by
I think this article represents a tactical press release from Sam’s camp. Company in “free fall” without Sam? It’s not even Monday yet.

>>comfys+7G
yeah. this whole thing looks staged. not saying it's not possible but what kind of board would actually fire the CEO and take it back to resign?

>>x86x87+qI
The board that has been threatened to be sued individually and collectively by some of the most well known names in IT. They're probably wondering how they can get out of this with their reputations and ego's in one piece. You may have the legal authority to do something but if you don't have the support (or worse: if you haven't checked that you have the support) then it's not exactly the best move.

>>jacque+dP
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.

>>x86x87+tP
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.

>>jsolso+kT
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.

>>jacque+iW
I agree that the act of voting itself is too squishy/personal, but the things that led up to it and their handling afterwards?

My curiosity stems from whether the board was involved in signing the contract for Microsoft's investment in the for-profit entity, and where the state might set the bar for fraud or similar crimes. How was the vote organized? Did any of them put anything in writing suggesting they did not intend to honor all of the terms of the agreement? Did the manner in which they conducted this business rise the level of being criminally negligent in their fiduciary duty?

I feel like there are a lot of exciting possibilities for criminality here that have little to do with the vote itself.

... and also +1 to your whole last paragraph.

>>jsolso+R41
I've had a case in Germany that for an outsider may have looked like we should have lost it. In a nutshell: we took on a joint-venture to develop a market that we weren't particularly interested in, 51:49 to their advantage. The day after the ink was dried and we had set up their development track to create the product they took the source code and sold it to another party.

We had the whole thing - including the JV - reversed in court in spite of them having the legal right to do all this. The reason: the judge was sympathetic to the argument that apparently the JV was a sham created just to gain access to our code. Counterparty was admonished, a notary public that had failed their duty to act as an independent got the most thorough ear washing that I've ever seen in a court and we got awarded damages + legal fees.

What is legal, what you can do and what will stand up are not always the same thing. Intent matters. And what also really matters is what OpenAI's bylaws really say and to what extent the non-profit's board members exercised their duty to protect the interests of the parties who weren't consulted and who did not get to vote. This so called duty of care - here in NL, not sure what the American term is - can weigh quite heavily.