And I predict that even if Microsoft is going to be caught again that it will be a non-event in terms of actual repercussions. If Nadella exits MS HQ in Seattle in handcuffs I would be most surprised.
Microsoft plainly shouldn't be allowed to have this advantage, in that giving an advantage to any one party directly harms the mandate set forth in OpenAI's Charter:
Broadly distributed benefits
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 anticipate needing to marshal substantial resources to fulfill our mission, but will always diligently act to minimize conflicts of interest among our employees and stakeholders that could compromise broad benefit.
It certainly seems that Microsoft, a "stakeholder", has managed to get a highly improper listening seat that will give them the ability to act on insider information about what's coming next in AI, allowing Microsoft to front-run the rest of the AI software industry and all those industries it affects, in a way that will plainly "compromise broad benefit". (Since any wealth that accrues excessively to Microsoft shareholders is not distributed to other humans who don't hold Microsoft shares.)
A mere 10 days ago, Nadella was shamelessly throwing his weight around on national TV, by appearing on CNBC where he improperly pressured the OpenAI non-profit board — which owes nothing to him legally or morally — to give him more deference, in direct violation of the "always diligently act to minimize conflicts of interest among our employees and stakeholders that could compromise broad benefit" provision of the OpenAI non-profit charter.
https://www.cnbc.com/2023/11/20/microsoft-ceo-nadella-says-o...
Musk and other donors are the most obvious aggrieved parties, and it is also arguably the case that every member of humanity has standing to sue for violation of the charter, because the charter explicitly declares that the primary fiduciary duty of OpenAI, Inc. (which is a non-profit) is to humanity broadly. (Therefore, every human is financially harmed by any charter violation, with such harm manifesting as a reduction in the net present value of the future benefits each human will receive from safe, broadly beneficial AGI.)
The SEC's role in fiduciary misconduct cases is not to rewrite a company's charter - that would be extremely improper and the opposite of their mandate. The SEC's mandate is to be the protectors of the status quo and of the original intent of the organizers of an entity. In this case, that means they will seek to protect the OpenAI non-profit's charter from efforts by Sam and others to erode the charter's power in violation of Sam's fiduciary duty to said charter.
The SEC's job in fiduciary misconduct situations is to remedy the situation by reversing improper governance decisions and forcing the fiduciary (Sam) to uphold their legal duty, which in Sam's case is his contractually bound duty to uphold the Charter of the non-profit entity named OpenAI, Inc. https://en.wikipedia.org/wiki/OpenAI#:~:text=the%20non%2Dpro....
OpenAI states this very clearly in multiple places on their website. For example:
"each director must perform their fiduciary duties in furtherance of its mission—safe AGI that is broadly beneficial" - https://openai.com/our-structure
If you would like to read about the types of remedies available in fiduciary duty violation cases, I recommend this resource:
Book Chapter:
REMEDIES FOR BREACH OF FIDUCIARY DUTY CLAIMS
For example (quoting from the book chapter above):
C. Permanent Injunction
A breach-of-fiduciary-duty plaintiff may be entitled to an award of a permanent injunction as a remedy. ...
The purpose of an injunction is to remove the advantage created by the wrongful act.
• Permanently prohibit Microsoft from holding any board seat or board observer seat on the OpenAI board
• Permanently prohibit Microsoft from making mass employment offers to OpenAI staff (a practice which, in the case of bad faith situations such as this one, is known as "workforce raiding")
• Permanently prohibit Sam Altman from owning Microsoft stock or derivatives thereof
• Permanently prohibit Microsoft from receiving early indications of OpenAI research & product roadmaps earlier than the general public
• Permanently prohibit Sam Altman from receiving job offers at Microsoft or any of its subsidiaries until after a sufficient cooling-off period has elapsed since departing OpenAI, to limit future occurrences of the "revolving door" mechanic documented here: