Openai’s Promise to Stay in California Helped Clear the Path for Its Ipo
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OpenAI's potential IPO is sparking controversy over its non-profit to for-profit conversion and its leverage over California's regulatory environment, raising concerns about corporate governance and accountability.
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I’m not sure that’s true anymore, I think you still need the revenue, but just need attention. everything else is just whatever because you can’t predict 10 year outcomes for any business at this point with any level of confidence, and there’s nothing to compare it to other than extremely different businesses.
Ultimately it’s more of the same goal with differing levers:
Offload a massive illiquid investment onto the public so that investors make their fund
Make sure it can tread water long enough for people to forget about it so it can go through the long and slow enshittification period
After all the prime investors have liquidated and some cooling period, risk of lawsuits from activist investors drops significantly, they can ratchet up the margins, do a few years of layoffs to pump the price.
Then everyone involved is back to where they started, only the top 100 richest people put even more distance between themselves and everyone else so they can now invest in radical life extension or whatever
>Offload a massive illiquid investment onto the public
Because this state seems like a very solvable problem: All you have to is not buy it
It started me wondering if theres an ETF that explicitly avoids the top 20 companies
Obviously, in tech/AI bull market it can't be not underperforming.
Your index fund will buy them.
Depends how you look at it but at DO we shot for 50, ended around 55. (25 % growth + 30 % profitability)
This is what it looks like to me. Crazy growth numbers to bump the valuation and public interest, go public, gradually let the company shift into irrelevancy after major owners have cashed out.
The smoke and mirrors part here is that no one except the AI research community knows what the ML/AI capabilities will look like in 5 years. What that means is that the general public is probably going to eat up this IPO. Probably a better move to hedge by buying Microsoft, but whatevs.
Anyone with OpenAI stock can do this in the private markets right now to the tune of hundreds of millions of dollars. Not billions. But I'm not convinced liquidity--versus appreciation, for investors, and access to capital, for the company--is the primary motivation for going public.
This reminds me of when the former CEO of Hyundai, Chung Mong-koo, went to prison for embezzlement. In just 3 years he was pardoned because the President of South Korea basically said, "we need you for the economy."
We're not even pretending that the government is in control anymore. It's just full on anarcho-capitalism on display.
This happened at YC and a number of other places too, he goes into situations with nothing and comes out on top despite all odds.
Is he that skilled an operator, negotiator, or manipulator or something?
He also seems to understand something about power and perception, in that he takes calculated risks that seem to keep working out.
So in other words, he seems to be an extraordinarily skillful politician (in both the general and the Patrick Lencioni sense).
When he was fired from OpenAI, his use of employee manipulation to regain his position is not a risk; it is the only option he had. It was his bond maturing, of carefully cultivated loyalty he had accrued over years. Gaining that loyalty was not really a risk. It was smart politics.
One risk he took is: signing away such a large portion of the company to Microsoft. I'm not sure whether that is working out.
Another risk he took is: neglecting and sidelining the "safety" portion of his organization. This caused a talent exodus and led to the formation of many competitors. I'm not sure whether that is working out either.
In both cases he had the option of accepting the status quo.
Note, PG is the founder of YC, Sam's former boss, and the one who removed Sam from the position of President of YC after first appointing Sam to succeed him as President of YC. (Sama was more focused on OpenAI than on YC at the time, which doesn't work when you're supposed to be leading YC.)
2008 Essay "A Fundraising Survival Guide" https://www.paulgraham.com/fundraising.html
Sam Altman has it. You could parachute him into an island full of cannibals and come back in 5 years and he'd be the king. If you're Sam Altman, you don't have to be profitable to convey to investors that you'll succeed with or without them. (He wasn't, and he did.) Not everyone has Sam's deal-making ability. I myself don't. But if you don't, you can let the numbers speak for you.
2009 Essay "5 Founders" https://paulgraham.com/5founders.html
5. Sam Altman I was told I shouldn't mention founders of YC-funded companies in this list. But Sam Altman can't be stopped by such flimsy rules. If he wants to be on this list, he's going to be. ... What I learned from meeting Sama is that the doctrine of the elect applies to startups. It applies way less than most people think: startup investing does not consist of trying to pick winners the way you might in a horse race. But there are a few people with such force of will that they're going to get whatever they want.
That's PG's take on Sama.
I would say, looking at a wide range of Sam Altman's more investments https://observer.com/2025/06/sam-altman-startup-investments/
from OpenAI to Helion energy (Fusion), to Retro Biosciences (longevity), Neuralink (brain computer interface), to Reddit
Sama really wants to "build the future," and when some of those investments "hit", like OpenAI did - basically become the first new company with a clear path to a $1T valuation since Facebook or TikTok), you gain immense credibility for "betting the future will happen and getting your organization there first."
If YC's motto is "build something people want," and OpenAI is now serving 800M active users while delivering incredible revenue growth (and investors want to see both). Sama gains power by giving investors what they want, by giving users what they want, and basically authoring an entire new type of software company and a new part of the economy.
A thing to note here is that, being a YC partner and top angel investor from 2011 to 2020, you can argue that Sam himself is "the most successful YC graduate." He saw thousands of companies go through YC. He saw hundreds of 'hard tech companies' go through YC. And in that decade, he could only have learned an immense amount about how VCs/successful CEOs think and make decisions. Certainly, we see the learnings of those experiences in what he's been able to pull off since.
(0) Be exceptionally intelligent and capable of applying that intelligence to people, not just code or math — necessary for everything that follows.
(1) Keep attention diversified as long as possible until the winning path becomes obvious.
(2) Focus on fringe bets, but pursue many simultaneously until one clearly dominates (see (1)).
(3) Extreme social manipulation — people-pleasing, control- and power-seeking, selective transparency, skillful large-scale dishonesty, and a willingness to hurt or betray when it serves (1) and (2) and the relational cost is acceptable.
(2) brought him into the startup ecosystem and the first YC batch in the first place (he had to start somewhere); combined with (3) he made an early fortune from a failed startup. (3) also ingratiated him with PG and others in those years. (1)+(2) ensured he always had exposure to every plausible frontier of the industry; when he was effectively fired from YC for (1)+(3), (2) made the OpenAI pivot the next obvious move — and a better one. (3) almost cost him his career a second time when the board fired him from OpenAI temporarily, but he survived because (3) also ensured he had enough to offer everyone else that he leveraged his way back in.
He probably has everything every politician has ever asked chatgpt index and ready to be emailed out at any given time?
Many situations are fundamentally uncertain with respect to laws/rules in place. The idea that they "skirted rules and regulations" is wrong. Did they push in an attempt to get a decision made which would favor them? Sure. But there was a decision to be made.
And, the people are supposed to be in control anyway, not the government.
This wasn't some straightforward matter. Many things are not. OpenAI are not obliged to passively sit and wait while various other parties try to influence the outcome (and there were many, and they weren't nobodies).
whoa there. corporations have the right to move to the best location for them. California does not have the eternal right to OpenAI's taxes and employee base. think about what you're implicitly assuming here. if one company simply leaving causes concerning "damage" then perhaps it is the government that is the problem, not the corporation driving economic growth.
Today, though, one can reasonably argue that megacorps have managed to successfully capture the most powerful government on Earth.
Also, having a right to do something does not contradict a description of you leveraging power by using a threat of doing it, in the first place.
Sure. Whatever. The people who own and work at OpenAI have no obligation to remain in California.
(I’d also argue that global norms are currently walking back from the notion of natural rights pretty much everywhere except for in some parts of Europe. The concept doesn’t work without an appeal to divinity.)
ehh....
https://www.greenbacktaxservices.com/blog/california-exit-ta...
Skip to the "What California Can Still Tax After You Leave" section
If they do this to people, i am sure they can to corps too
The dukes and earls are still essential to run the nation, and must be courted.
1. Credit to Charles Stross, The Jennifer Morgue 2. Thneed-style capitalism
I think here is the answer to another commenter's question about success - it looks like great success comes to one who is able to recognize in time when old obligations become "obsolete" and thus drop them well before those obligations start to block or heavily tax the way to further success.
> OpenAI had spent months making the case that it was the economic heart of the California economy—and would be willing to leave if Bonta blocked its plan to convert to a simpler corporate structure.
https://x.com/sama/status/1983223056668746218:
> California is my home, and I love it here, and when I talked to Attorney General Bonta two weeks ago I made clear that we were not going to do what those other companies do and threaten to leave if sued.
Hmmm...
i'm a bit out of the loop but honestly why does California have a say? surely the investor base and Microsoft was a far harder negotiation than this one. this one smells of govt overreach.
Rather than, the natural state is that they exist unless they do something bad enough to be shut down.
Unless you mean, they need the government's "permission" to even file to become a corporation... But even in that case, you aren't asking for permission, you're doing the old school equivalent of signing up for a domain, you're submitting a filing and reserving a spot for that name/ID.
> Rather than, the natural state is that they exist unless they do something bad enough to be shut down.
JFC, come on. Corporations are legal entities and have no existence separate from the law. If they even have a natural state, that natural state is non-existence.
I'm thinking of all the unofficial mom and pops that transact and do business every day without having a proper legal entity. so it's more of a "does that count as a business even if they didn't file articles of incorporation?" of course it does, as far as its customers are concerned.
Think of the idea of "this guy has a lawn care business, I pay him every week to mow my lawn for 10 years", as far as his customers are concerned, he didn't need to get permission from the government to start doing that. And this sort of thing happens all the time.
I am NOT arguing whether a business where you filed articles is a legal entity, etc. There's no question that they are.
Hope that clarifies my point.
A corporation is a legal fiction that describes an association of people. The association is real and has a natural state. The corporate existence does not. (Analogous: a house is real. Land is real. Property is a social construct.)
> There is no inherent nature whatsoever.
> What is inherently existing is empty.
> What is empty is inherently existing.
Nāgārjuna vs Delaware
No. “At the pleasure of” means total discretion. The government can’t just stop letting businesses incorporate because it doesn’t like how a county voted.
The Constitution directly grants very few individual rights. It’s mostly a document about what the government can’t do.
> Theoretically states could stop it at any time
Sure. That’s not “at the pleasure of.” Driver’s licenses are not issued “at the pleasure of” a state. Neither are marriage certificates. They’re issued as a matter of process that binds both the issuer and recipient to a predictable set of rules.
Yes. As you said, "the people allow for corporations to exist," and the same people created the government and allow it to exist. And when those people created that government they created rules that govern what laws the government is allowed to enact. Those rules are known as the constitution. And one of the first rules the people made when they created the government is the aptly named "first amendment." And that rule clearly states that the government can't take legal action against a citizen for saying something the government doesn't like. The CA government retaliating against OpenAI for its CEO threatening to leave the state would clearly violate this rule.
What? Conspiracy to commit a crime is punishable. If you're credibly threatening to do something that could be unlawful, the state can pursue that. Altman, of all people, is not being punished for his speech. Nor has he any track record of free speech bona fides to stand on.
The government can revoke a corporation's charter at any time it desires to.
One might reasonably claim it's overreach, but in response OpenAI could just leave the state. Which is what they threatened.
Board independence is largely a silly idea, people aren't even on the same page as to what the board is supposed to be independent of, and in this case it's not even clear which board you mean - the current one? The previous one? In what way are they less independent than any other board?
In the U.S. they absolutely are. The SEC defines independent directors [1]. If the majority of a (Delaware corporation's) Board isn't independent, it opens up the company and even individual Board members to heightened scrutiny by the courts [2].
[1] https://www.skadden.com/-/media/files/publications/2022/02/t...
[2] https://www.faegredrinker.com/en/insights/publications/2022/...
"Independence is neither a fixed condition nor a universal status for all purposes. " and goes on to talk about how complicated it is to even define and how it depends on who is defining it.
Your document makes my exact point, not yours. You are out of your depth.
This is true of all law. That doesn’t mean “people aren't even on the same page as to what” it means.
> Your document makes my exact point, not yours. You are out of your depth
It doesn't and probably not. How many boards have you been on? Public companies? Non-profit? Have you litigated a shareholder lawsuit under Delaware law?
For very good reasons, the laws make it hard to go from a charity to a for-profit company- because if you could easily transition between the two you could game tax laws with ease. In the end, being allowed to do this required negotiations, and promising to keep OpenAI in California- where they would be subject to other California regulations and taxes in the future.
If they had a "normal" corporate history- had been founded as a Delaware S Corp from the beginning- then this wouldn't be a thing and they would be free to move as they like(1). But, being a weird charity probably helped them attract talent in the critical beginning phases (before it became a money race with Zuck), and it has consequences now.
1: Just as an example, Palantir moved their corporate headquarters to Denver from Palo Alto years ago without a peep from the CA government.
Note: non-profit != charity. (All charities are non-profits. Not all non-profits are charities. PACs and non-profit hospitals, for example, are not charities, though the latter can have charitable arms.)
See, for example, Charity Navigator's page on OpenAI: https://www.charitynavigator.org/ein/810861541
Guys, the only state morally bankrupt enough to just allow that is Texas. Why do you think these tech bozos love Texas? It's basically cyberpunk over here. Our government actively hates us.
We struck down paid water breaks in Texas. I once worked a job with no breaks at all. 10 hour days, no lunch. Yes, that's legal here.
For the life of me, I will never understand why workers vote against even the most minimal break requirements.
Is it simply that the majority of voters already work a job that gives them breaks and so don't see the need to make it a legal requirement? That seems very much like a "pull the ladder up behind you" mentality.
Imagine if California managed to scare away the hottest company in the world and all the tax revenue it brings...
They're going to have some leverage.
Agriculture in California hit $61 billion in annual receipts in 2024 (https://www.cdfa.ca.gov/statistics/).
So, not that OpenAI isn't big, but, "the heart of the California economy"?
OpenAI needs to IPO, because if they don't get in on the current meme stock economy, they're going to collapse.
Edward Niedermeyer, author of “Ludicrous: The Unvarnished Story of Tesla Motors,” said Musk was happy to benefit from California’s largesse when it suited him and to move on when he saw fit.
“I think Musk has made the calculation that he’s gotten all the benefits he’s likely to get out of the state and he’s moving on to the next one,” Niedermeyer said. “The state of California clearly thought that all its work bought loyalty [from Musk] but, instead, I think it bought a sense of entitlement.”
Elon Musk’s messy divorce with California leaves ugly grievances all around: https://www.latimes.com/california/story/2024-07-23/elon-mus...
As do many gift shops attached to non-profit museums and art galleries.
OpenAI’s profit-generating subsidiary isn’t just there to further the non-profit mission like a museum gift shop or Mozilla’s for-profit subsidiary.
Novo Nordisk the maker of Ozempic for example IPOd, diluting the Novo Nordisk Foundation’s share (though they still have controlling voting rights due to share classes IIRC) to raise money. SRI International spinoffs often get sold (Siri) or raise money and IPO (Nuance) diluting the nonprofit’s share significantly in the process.
A nonprofit that owns a for profit subsidiary is no different than a regular shareholder and can decide that diluting to reward employees or get investors is worth it to grow the value of the whole company.
Most states incorporate federal rules for their own exemptions for charities and non-profits. California treating OpenAI to date as a non-profit has revenue implications for Sacramento.
Plus, many states levy their own corporate taxes. A nonprofit corporation needs to secure tax-exempt status from states as well as the federal government. This is a necessary implication of America's dual-sovereignty system.
https://thezvi.substack.com/p/ai-134-if-anyone-reads-it?open...
For example - every US nonprofit starts as a plain old vanilla C corporation, and then applies for 501(c)3 status which the IRS may or may not grant. It's a privilege to be a nonprofit.
The punishment that may be levied on a nonprofit is ... loss of that status and a return to a commercial corporation. That loss of status might have knock-on impacts on things like, say, tax deductions offered to donors, and I guess possibly on corporate income tax to the extent a company's accounting shows a profit. But it's not a thing you're "locked into" somehow and trying to escape. Quite the opposite; it's a thing the Federal government chooses to support financially as a matter of public policy.
oAI had a lot of work to do to get recapitalized like it did, but it was not the non-profit status that was the (major) problem. It was (at the least) the investment covenants made with the Microsofts of the world that bound them; the MS deal was the big thing here.
If the financial future of OpenAI is not as rosy as they say it is then there is a fair chance that post IPO the stock will not rise. There are plenty of signs that this is the case, including the 'erotic' version of ChatGPT slated for release in December, the strong push to monetize even the most inane interactions and the mention of advertising as a possible source of income. All of those combined tell me that OpenAI is seriously worried about their bottom line.
But Microsoft already has a bottom line and AI is the one way in which they could put one over on Google, which they've been dying to do for many years.
So the logical progression to me seems to be:
- do the IPO, everybody associated with OpenAI will be filthy rich (including MS)
- attempt to polish up the financials
- if that fails activate plan B, have Microsoft make an offer to take OpenAI private again
The hype around this IPO increases the chance the stock will drop post IPO.
There is no clear path to the trillion dollars today. By IPOing, the owners (who have a good idea of where it's going) can exchange their ticket to the trillion for cash today.
Seems like a bad deal unless you know the ticket won't get called. Then you've just made bank.
And you might have noticed some form of hype around AI these last few years - arguably this could be to make the trillion dollar seem more realistic and therefore making the owners more money when selling their ticket to it.
But I think you're totally incorrect on this; oAI is going to be one of the enduring tech consumer brands built in this half of the 21st century.
They definitely have a strong consumer brand so it’s not like they’re going to disappear, but I understand the bear case.
The average public investor buying pre-IPO shares, though, is a different story.
I think it's highly likely in the next 10 years companies like Spotify and Uber will no longer exist. They're fundamentally antogonistic to their capital.
It's the same problem for Uber. Many Uber drivers make a negative wage. They don't know it, because nobody is going to tell them, but if you do the math, depending on your location, vehicle, and rates, you make a negative wage. Due to gas cost, tolls, maintenance, etc.
The problem here is that the uber drivers and artists are the only thing that makes the platform worth using. Spotify might think their capital is technology. That's because they're stupid. No, their capital is the library of music artists put on there.
If you continue to just antagonize and destroy your own capital that you're using to make money, your business will be blow up.
It’s essentially a pie that gets divided up amongst all artists by steam count. If your friend’s garage band are angry that they only get 0.001 cents per stream then they should be angry at Spotify listeners for streaming too much Taylor Swift!!!
Furthermore to pay the artists Spotify has to pay the labels and of course they take a giant cut. This trope of Spotify being an evil corporation is unfair
I mean, it sounds great. Pay 10-15 bucks a month and listen to all the music you want, whenever you want. What an amazing business idea!
But has anyone stepped back and asked if this is actually possible? Because when your artists are getting paid crumbs I don't see how this system continues.
So I wonder if there would ever be a middle ground between what artists would accept and what users would pay?
There is a time limit for shareholders to make return on that investment and so far their operating costs are astronomical given they don't yet seem to offer any substantial product that can't be without, if anything, they're pushing people further away from AI with the slop their churning out.
reference : https://www.reuters.com/business/openai-lays-groundwork-jugg...
I am curious why you think that, they're early to market but that by no means guarantees them a long term place at the table.
Given the froth in the market right now, I think there is a good chance the IPO gets scrapped if we are talking mid 2026. An IPO at a trillion would work right now but mid 2026 is a long ways away.
Like how the Deepseek moment feels like ancient history but it wasn't even a year ago.
The correct time to invest in individual companies is never.
https://en.wikipedia.org/wiki/Post-modern_portfolio_theory
Result: 70% NVDA, 30% GBTC (Bitcoin), and 0% QQQ or TQQQ. Honestly, not a bad mix — especially for a small, high-risk slice of your portfolio.
Next, I compared TQQQ (Triple Qs) vs. QQQ using the same 10-year monthly data. The optimizer picked 100% TQQQ, which again makes sense if you’re doing this in a tax-advantaged account like a 401(k) or IRA and only with money you’re willing to take some risk on.
Then I expanded the dataset — 55 years of returns across major asset classes (S&P 500, gold, short- and long-term Treasuries, corporate bonds, real estate, etc.) — and asked for the optimal portfolio. The winner: ~85% S&P 500, 15% gold, though 75/25 gives nearly the same return with a better Sharpe ratio.
A few quick takeaways:
Gold → GLDM ETF is the best vehicle.
QQQ → QQQM or TQQQ are the best versions.
And if you’re feeling adventurous: 70% NVDA, 30% IBIT (Bitcoin) isn’t crazy.
For what it’s worth, I’ve been running 75% stocks / 25% gold for a while now, but I’m thinking of carving out ~10% of the stock portion for a more aggressive tilt: TQQQ (6%), NVDA (2%), IBIT (1%) — because why not?
What happens if you backtest it by finding the equivalent portfolios for 1998-2008 (or even 1919-1929?)
Thinking about it, my recommendation is read:
https://www.reddit.com/r/personalfinance/wiki/index/
and then after maxing your 401k, open a Betterment account, and then max your HSA if applicable. The tax savings easily best custom portfolio picking.
Of course the stock can rise again eventually.
They might stay in California, but that probably has far more to do with available researchers and employee preferences than some agreement with the Attorney General.
So California needs to believe that OpenAI will stay in California just as much as OpenAI needs to believe that CA won't block the conversion (or impose other onerous regulations around AI). So yes, it's possible to speculate about whether or not people are sincere in their motivations, but when you need to make a deal, there needs to be a measure of good faith and trust on both sides in order to make something happen.
And in this case, both sides are incentivized to make the deal. OpenAI wants to be a PBC in order to access more capital, and California wants OpenAI to be a PBC so that it can IPO so that all employees (all of whom are likely CA residents), will sell stock, which can then be taxed as CA income.
It's about a moment in time, not an "in perpetuity" agreement.
Since it's a non-profit still holding it any gains to the non-profit entity upon the conversion don't go to California, and principal stakeholders can move away. Other funds raised from the IPO can be invested in other states untaxed (long term datacenter leases instead of booking the capital of building one) until they move the company away I think.
There will probably be a lot of smaller stakeholders that stay with a lot of money for the state, and California at least doesn't do the $15 million QSBS so they may get a lot from that tail of employees. A large portion of this tail of lower compensated employees may get laid off due to AI replacement before IPO and lose a lot of unvested years, if we are to believe OpenAI's own claims about timelines for job replacement in that field at lower levels.
1. They're guaranteed to have an engineering office in the SF Bay. Not many of those folk will agree to relocate to Texas/Miami.
This is the kind of weird rationalist (?) thing that people say a lot these days to justify bad behaviors: in this case Sam Altman behaves like a pathological liar.
Just sayin...
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