OpenAI considers special voting rights for non-profit board amid hostile takeover concerns

San Francisco, CA, February 18, 2025 – OpenAI is evaluating a proposal to grant special voting rights to its non-profit board as a measure to safeguard its decision-making power amid recent hostile takeover attempts.

The move, reported by Reuters and the Financial Times, comes as the company navigates a transition toward a more traditional for-profit structure.

According to sources familiar with the discussions, CEO Sam Altman and board members are considering new governance measures that would enable the non-profit board to overrule major investors, including significant backers such as Microsoft and SoftBank. The proposal is seen as a preemptive step to block future hostile takeover bids, including an unsolicited $97.4 billion acquisition offer from a consortium led by Elon Musk that was rejected by OpenAI on Friday.

Musk, a co-founder of OpenAI who later departed the company, reportedly made the bid in an effort to prevent OpenAI from shifting toward a profit-driven model as it seeks additional funding to remain competitive in the rapidly evolving AI sector. OpenAI dismissed the offer and any future bids as disingenuous, emphasizing that the startup is not for sale.

While no firm decisions have been made regarding the special voting rights, the proposed governance change underscores OpenAI’s commitment to maintaining strategic control during its structural transition. OpenAI has not immediately commented on the report.

As the company weighs its options, the potential implementation of special voting rights could set a precedent for how AI startups balance investor interests with long-term strategic and ethical considerations in a highly competitive industry.

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