A group of former OpenAI employees has entered the legal fight over the company’s future structure, arguing that OpenAI’s planned shift toward a Public Benefit Corporation would undercut the nonprofit control that once defined its mission.
Their filing supports Elon Musk’s lawsuit against OpenAI, but one former employee involved in the matter says the issue is not personal support for Musk. The central claim is narrower and more institutional: the nonprofit should continue to control the for-profit business.
What the former employees filed
Twelve former OpenAI employees submitted an amicus brief in a U.S. federal court. The filing was made by law professor Lawrence Lessig and supports Musk’s case against the company.
An amicus brief is a “friend of the court” filing. It gives outside parties a way to provide information or perspective that may help a court consider an active case.
The former employees include past research and policy leads as well as technical staff. They worked at OpenAI between 2018 and 2024, and they argue that OpenAI’s nonprofit structure was not a branding detail. In their account, it was a core reason they joined the company.
The brief says OpenAI’s charter committed the organization to developing artificial intelligence for the benefit of all humanity. The former employees say that commitment mattered because the nonprofit entity was supposed to hold control over the company’s operations.
Why nonprofit control matters in the dispute
The controversy centers on OpenAI’s plan to reorganize its for-profit arm as a Public Benefit Corporation, or PBC. OpenAI formally announced the plan in December.
Under the proposal described in the source, the nonprofit would keep shares and support charitable projects independently. The new PBC would take full operational control.
For the former employees, that distinction is the problem. They argue that a shareholder role is weaker than direct control, especially when the company’s mission depends on governance mechanisms that can constrain the business.
The filing points to public and internal statements that described the nonprofit as the controlling entity. It also cites testimony from CEO Sam Altman before the U.S. Senate in May 2023, when he said investor and employee profits were capped and that “the Nonprofit's principal beneficiary is humanity, not OpenAI investors.”
The signatories argue that the proposed restructuring would “remove central control mechanisms.” In their view, that would make it harder for the nonprofit to enforce key parts of the OpenAI Charter.
The safety concern behind the legal argument
One provision highlighted in the brief is the “merge-and-assist” clause. According to the source, that clause requires OpenAI to work with, rather than compete against, other safety-focused AGI initiatives.
The former employees argue that this kind of promise depends on who controls the company when commercial pressure rises. If control moves to a for-profit entity, they say OpenAI “can no longer credibly commit to 'stop competing with and start assisting.'”
The brief frames the risk as an incentive problem. It says for-profit shareholders controlling the subsidiary would be pushed in the opposite direction in a competitive scenario: “race ahead to catch up, potentially cutting corners on safety to do so.”
That argument is not simply about corporate form. It is about whether OpenAI’s original mission can still guide decisions when financial interests and safety commitments collide.
Recruitment, equity and internal trust
The former employees also say OpenAI used nonprofit governance as a recruiting argument, especially for people focused on AI safety. Some reportedly chose OpenAI over competitors such as Google and Anthropic because they believed nonprofit oversight would support ethical development.
Former OpenAI researcher Todor Markov submitted an affidavit with the filing. He accuses Sam Altman of misleading employees over strict confidentiality agreements tied to earned equity for departing staff.
According to Markov, Altman initially denied knowing about those agreements. Documents later surfaced with Altman’s signature.
Markov wrote: “This course of events led me to believe that CEO Sam Altman was a person of low integrity who had directly lied to employees about the extent of his knowledge and involvement in OpenAI's practices.”
He also alleged that OpenAI had used its charter “as a smokescreen, something to attract and retain idealistic talent while providing no real check on OpenAI's growth and its pursuit of AGI.”
Those claims make the dispute broader than a technical governance change. The filing presents nonprofit control as something employees relied on when deciding where to work, what risks to accept, and whether OpenAI’s public mission had real force inside the company.
What Musk’s lawsuit could affect
Musk’s lawsuit seeks to stop OpenAI from completing the restructuring. If the case succeeds, it could have major consequences for OpenAI’s operations.
The source says current investor funding depends on the reorganization being completed by the end of the year. A delay could threaten access to future financing and shift the company’s strategic direction.
The case is not expected to go to trial until spring 2026. That timing means the dispute may hang over OpenAI’s structure, financing and public mission for an extended period.
Other former OpenAI employees have also criticized the restructuring. Miles Brundage, who previously led AI policy at the company, warned about a creeping loss of nonprofit control. Jan Leike, who resigned over concerns about the company’s security practices, said: “Not what I signed up for when I joined OpenAI. The nonprofit needs to uphold the OpenAI mission!”
Markov also emphasized on X that the filing should not be read as an endorsement of Musk personally. He wrote: “The nonprofit needs to retain control of the for-profit.” He added: “This has nothing to do with Elon Musk and everything to do with the public interest.”
The central question now is whether OpenAI’s original nonprofit mission can remain enforceable if operating power moves to a PBC. The former employees argue that the answer is no, and that the court should consider how deeply the company’s structure shaped both its commitments and the trust of the people who joined it.