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One of the top US officials overseeing OpenAI’s restructuring has warned she will take legal action against the ChatGPT maker if it fails to stick to public interest pledges Sam Altman agreed in negotiations to unlock the deal.

Kathy Jennings, the attorney-general of Delaware, told the Financial Times she consented to the deal after securing multiple binding legal commitments from Altman, OpenAI’s chief executive. They require the $500bn start-up to prioritise AI safety over its shareholders’ commercial gain.

The final agreement, announced on Tuesday, puts key decisions, including launching a public listing, in the hands of the non-profit OpenAI Foundation, which has a 26 per cent stake in the for-profit arm, called the OpenAI Group, worth $130bn.

“Anyone who is familiar with our work knows we are not shy to go into the courtroom to benefit the public if we need to,” said Jennings, who has previously taken legal action challenging Elon Musk’s so-called Department of Government Efficiency.

The complex restructure was finalised late on Monday night, after direct talks between Altman, Jennings and her California counterpart, Rob Bonta, according to multiple people with direct knowledge of the process.

OpenAI’s chief financial officer, Sarah Friar, worked in parallel to negotiate financial terms directly with Amy Hood, her counterpart at Microsoft, which is OpenAI’s biggest shareholder under the new structure, they added.

The deal, after more than a year of negotiations, enables investors to hold equity for the first time and unlocks a future stock market offering.

Altman said on Tuesday that an IPO was the most likely path for the AI group, though the company said it was too early to settle the timing or size of the raise. “An IPO is not our focus, so we could not possibly have set a date,” the company said.

As part of the restructuring discussions, Jennings and Bonta sought to codify language in OpenAI’s charter, which lays out principles to ensure AGI — AI which surpasses human intelligence — benefits humanity.

It also commits OpenAI to join forces with any “safety-conscious” rival that has a good chance of reaching OpenAI’s goal of creating AGI within a two-year timeframe.

“The charter was important to us [and was] one of the key concessions that we got,” said Owen Lefkon, a senior attorney in Jennings’s office, who worked on the agreement. “Up until this week, it was just a page on a website. As of today, the company has committed to two state attorneys-general that it will be used to execute the mission going forward.”

Jennings said Altman’s agreement to place OpenAI’s safety and security committee, which has the power to block the release of AI models, under the OpenAI Foundation rather than the OpenAI Group was also “a critical turning point in our discussions”.

“The question all along was whether OpenAI would reorient away from its charitable goals and towards profit-making. [Tuesday’s] agreement has meaningful provisions which mean the mission controls the operations,” said Jill Horwitz, a professor at Northwestern University and UCLA and expert in non-profit law.

These commitments mean OpenAI’s shareholders — including SoftBank and venture capitalists such as Thrive Capital and Khosla Ventures — are still exposed to unique risks from the start-up’s governance.

But it is unclear how some of these requirements will work in practice. Microsoft chief executive Satya Nadella on Tuesday questioned the definition of AGI, calling it a “nonsensical word”.

Microsoft, which has invested $13.75bn into OpenAI, agreed new terms with the start-up after Hood and Friar “took the deal offline and away from the lawyers” to iron out the final details last week, according to a person with knowledge of the matter.  

The companies signed a draft agreement on September 11, and set a 45-day countdown to finalise terms by this week. The last piece to fall into place was a pledge from OpenAI to spend $250bn with the technology giant’s cloud arm over time. 

“That was the final sticking point to be resolved and it got finalised over the weekend between Sarah and Amy,” said one person with knowledge of the talks. The pair both worked at Goldman Sachs in the early 2000s and have known each other for decades.

Microsoft, which will take a 27 per cent stake worth $135bn in the OpenAI Group, extracted another important concession: the group and its AI chief Mustafa Suleyman are now free to pursue AGI on its own and with third parties, having been prevented from doing so under the previous contract.

OpenAI, meanwhile, insisted on being able to ringfence significant pieces of “AGI-level” research from Microsoft, provided those were not commercialised, according to a person familiar with the discussions.

More than half of UK businesses are changing the way they approach ethical policies and practices because of the Trump administration’s criticism of the “woke” agenda, research suggests.

Interviews with 250 general counsels and chief legal officers at leading UK organisations found that they are reacting to the pushback against diversity, equity and inclusion (DEI) initiatives in the US by reviewing – and in some cases scrapping – policies.

In the US, black public servants have been sacked and measures attempting to tackle racial inequality have been labelled “discriminatory” by the Department of Justice.

Following in the Trump administration’s footsteps, the Reform party has vowed to scrap DEI initiatives from councils it controls in the UK while the Blue Labour group has urged ministers to “root out DEI” to counter the threat posed by Nigel Farage’s party.

The law firm Freeths, which carried out the research, published on Thursday, found that of the organisations surveyed, all of which make more than £100m in revenue, 28% said they had made wholesale changes to initiatives including DEI and environmental sustainability, or abandoned them altogether, in response to US criticisms of the “woke” agenda.

A further 26% said that it has led to specific changes, while 32% said it had led to discussions about potential changes.

Philippa Dempster, senior partner at Freeths, which acted for 555 post office operators wrongfully accused of theft, fraud and false accounting in their high court victory, said: “The truth is that a drive for profit can significantly impact or impede ethical decision-making. Our research exposes a troubling reality: while businesses express commitment to doing the right thing, there’s still a significant gap between principle and practice. And even in the light of the Post Office scandal, we’re seeing some UK businesses abandon valuable ethical and moral initiatives in response to outside influence.”

The corporate legal leaders from five sectors – technology, retail, hospitality and leisure, energy and the public sector – overwhelmingly (83%) said that they believed that “doing the right thing” came secondary to profit in business decision-making within their organisation.

When asked how frequently profit motivations came into conflict with ethical and moral concerns at their organisation, 22% of respondents said very regularly, 32% said regularly, and 37% said sometimes.

In the US, companies including Amazon, Disney, Google and Meta have abandoned DEI policies in response to Trump’s actions.

The legal risk of discrimination cases in the UK mean protections afforded by the Equality Act limit the ability for rollback to the same extent. However, the former Conservative ministers Suella Braverman and Jacob Rees-Mogg have called for the act to be abolished, while Reform has said it would replace it and the research by Freeths suggests that many UK firms are already changing their behaviour.

Earlier this year, BT reportedly cut DEI initiatives from its bonus scheme for middle managers, while saying it remained “committed” to diversity principles.

Helena Morrissey, a former City fund manager, who chairs the Diversity Project, a cross-company investment and savings industry initiative, said the report – the first she had seen of its kind – was depressing. “After every scandal that’s cost so much money and shareholders have suffered as well, why would people think, ‘Oh, now we can take the foot off the gas when it comes to being ethical,’” she said.

“I understand that some policies or agendas have become sort of politicised but ethics is not. Ethics is all about doing the right thing. I don’t really see how it’s ethics or profits​ or how ethics are woke – that doesn’t really make any sense to me.”

The Freeths report did identify some “good news”, including the equality (race and disability) bill, which would compel employers with more than 250 staff to report on ethnicity and disability pay gaps.