zlacker

>>staran+(OP)
If OpenAI remains a 501(c)(3) charity, then any employee of Microsoft on the board will have a fiduciary duty to advance the mission of the charity, rather than the business needs of Microsoft. There are obvious conflicts of interest here. I don't expect the IRS to be a fan of this arrangement.

>>garris+EJ
Others have pointed out several reasons this isn't actually a problem (and that the premise itself is incorrect since "OpenAI" is not a charity), but one thing not mentioned: even if the MS-appointed board member is a MS employee, yes they will have a fiduciary duty to the organizations under the purview of the board, but unless they are also a board member of Microsoft (extraordinarily unlikely) they have no such fiduciary duty to Microsoft itself. So in the also unlikely scenario that there is a vote that conflicts with their Microsoft duties, and in the even more unlikely scenario that they don't abstain due to that conflict, they have a legal responsibility to err on the side of OpenAI and no legal responsibility to Microsoft. Seems like a pretty easy decision to make - and abstaining is the easiest unless it's a contentious 4-4 vote and there's pressure for them to choose a side.

But all that seems a lot more like an episode of Succession and less like real life to be honest.

>>pc86+fx1
Microsoft is going to appoint someone who benefits Microsoft. Whether a particular vote would violate fiduciary duty is subjective. There's plenty of opportunity for them to prioritize the welfare of Microsoft over OAI.