After weeks of testimony, sealed exhibits, and dueling expert witnesses, the jury in Musk v. OpenAI is set to begin deliberations on Monday in a federal courtroom that could reshape the future of the world’s most prominent artificial intelligence company. At stake: whether Sam Altman keeps his job as CEO, whether OpenAI’s conversion from a nonprofit into a for-profit public benefit corporation stands, and whether Elon Musk can force the organization back toward the research-first mission he helped fund a decade ago.
A verdict against OpenAI could unwind a corporate restructuring that has attracted tens of billions of dollars in investment, potentially destabilizing partnerships with Microsoft and other backers. A verdict in OpenAI’s favor would validate the conversion and likely accelerate the company’s path toward a public offering, while handing Altman a decisive legal victory over his former co-founder.
How we got here
OpenAI launched in 2015 as a nonprofit research lab with a stated goal of ensuring that artificial general intelligence benefits all of humanity. Musk was among its earliest backers, pledging funding and lending his name to the project before departing the board in 2018. In 2019, OpenAI created a “capped-profit” subsidiary designed to attract outside investment while theoretically preserving the nonprofit’s oversight role. Microsoft soon invested $1 billion, a figure that would grow dramatically in subsequent rounds.
By late 2024, OpenAI had raised a $6.6 billion funding round at a $157 billion valuation, and the company announced plans to convert fully into a for-profit public benefit corporation. That conversion is the transaction at the heart of this trial. Musk filed suit alleging that Altman and other leaders betrayed the nonprofit’s founding charter by engineering a restructuring that channeled enormous value to private investors and insiders while sidelining the mission of safe, open AI research.
The lawsuit gained additional urgency after OpenAI’s chaotic November 2023 board crisis, in which directors briefly fired Altman over concerns about candor and mission alignment before reinstating him days later under pressure from employees and investors. Musk’s legal team has pointed to that episode as evidence that governance safeguards inside OpenAI were already failing before the for-profit conversion formalized the shift.
What Musk is actually claiming
Musk’s complaint includes claims of breach of contract, breach of fiduciary duty, and promissory estoppel, among others. The core argument is that OpenAI’s founders made binding commitments to operate as a nonprofit devoted to broadly beneficial AI, that Musk relied on those commitments when he contributed early funding, and that Altman and the current board violated those obligations by pursuing a conversion designed to enrich insiders.
Musk’s team has sought sweeping remedies: removal of Altman as CEO, an injunction blocking or reversing the for-profit conversion, and disgorgement of profits that flowed from the restructuring. If the jury sides with Musk on the breach-of-contract and fiduciary-duty claims, the judge would then decide the scope of relief, but even a partial finding could throw OpenAI’s capital structure into turmoil.
OpenAI has denied the allegations and argued that the conversion was designed to attract the capital necessary to pursue safe artificial general intelligence at scale. The company contends that the nonprofit retains meaningful governance rights and a financial stake in the new entity, and that investor returns are structured to preserve mission primacy. OpenAI’s attorneys have also challenged Musk’s standing, noting that he left the board years before the conversion and launched his own competing AI venture, xAI, which has raised billions of its own.
The Delaware AG’s review and why it matters
On October 28, 2025, Delaware Attorney General Kathy Jennings completed a formal review of OpenAI’s recapitalization, publishing her findings in a public memorandum through the State of Delaware Office of the Attorney General. Because OpenAI is incorporated in Delaware, the AG’s office holds broad authority to enforce charitable trust obligations when a nonprofit converts to a for-profit structure.
Jennings’ review outlined four priorities: mission primacy, public safety, nonprofit control over governance, and fairness to the original nonprofit entity. Those four pillars closely mirror the claims Musk’s legal team has pressed in court, and both sides are expected to cite the document in closing arguments or post-verdict motions.
The review does not decide the case, but it provides jurors with an independent regulatory framework for evaluating whether OpenAI’s leaders honored their fiduciary duties. If the jury reads the AG’s assessment as broadly supportive of the conversion, OpenAI can argue that a neutral state regulator has already vetted the deal. If jurors focus on caveats or unresolved questions in the document, Musk’s narrative of mission drift gains institutional backing.
The review also signals how Delaware’s regulatory apparatus may police future nonprofit-to-for-profit conversions in the technology sector. According to the State of Delaware, more than two-thirds of Fortune 500 companies are incorporated there, and the AG’s emphasis on nonprofit control and mission primacy suggests that any AI company or tech nonprofit attempting a similar restructuring will face heightened scrutiny from Wilmington.
What the jury does not have
Several critical gaps complicate any outside prediction of the verdict. No public court transcripts or jury instructions have been released detailing the exact legal standards jurors will apply when evaluating Altman’s conduct or the conversion’s terms. Without those instructions, observers cannot say with confidence whether the jury will focus primarily on corporate law doctrines like the duty of loyalty or on broader charitable trust principles tied to mission fidelity.
The specific recapitalization valuations reviewed by the AG’s office have not been disclosed publicly. That means no one outside the courtroom can independently verify whether the nonprofit received fair compensation for surrendering control of one of the most valuable AI companies in the world. Only the sealed term sheets and expert valuations presented at trial will show whether the nonprofit’s equity and governance rights were priced appropriately.
OpenAI’s board minutes and internal deliberations about the conversion also remain outside the public record. Musk’s team has argued that internal communications show a pattern of mission drift and growing emphasis on commercial dominance. OpenAI has contested that characterization and insists that safety and broad benefit remained central throughout the process.
Finally, the AG’s review references public safety as a priority but does not publish specific metrics or benchmarks for measuring AI safety compliance. That gap matters because jurors may struggle to evaluate whether OpenAI’s safety practices satisfy the nonprofit’s original charter without concrete standards to measure against. It also raises enforcement questions: even if the jury rules in OpenAI’s favor, regulators may lack clear tools to hold the company accountable to the mission-primacy standard Jennings articulated.
What the rest of the AI industry is watching
The verdict will reverberate well beyond one company’s cap table. Anthropic, founded by former OpenAI executives, operates under its own public benefit structure and has attracted billions from Amazon and Google. Google DeepMind remains a division of Alphabet but has faced internal debates about the tension between research openness and commercial pressure. Musk’s own xAI, which raised $6 billion in late 2024, competes directly with OpenAI while its founder simultaneously tries to dismantle OpenAI’s business model in court.
Investors across the AI sector are watching closely. A ruling that forces OpenAI to unwind its conversion would send a warning to every venture-backed AI lab that started with nonprofit or research-first commitments: those founding documents carry legal weight that cannot be restructured away without consequence. A ruling in OpenAI’s favor, on the other hand, would effectively create a roadmap for mission-driven organizations to transition into for-profit entities, provided they can show that the nonprofit retains governance influence and receives fair value.
What Monday’s deliberations will decide about nonprofit AI governance
When jurors sit down Monday, they will weigh competing visions of what OpenAI was supposed to be and what it has become. Musk’s case asks them to enforce the promises made when the nonprofit was founded: that the technology would remain open, that safety would come before profit, and that no small group of insiders would capture the value of research funded by charitable contributions. OpenAI’s defense asks them to recognize that building safe artificial general intelligence requires enormous capital, that the conversion preserved the nonprofit’s role, and that Musk is a conflicted competitor, not a wronged benefactor.
The combination of a high-profile trial and a detailed AG review ensures that the outcome will set expectations for how mission-driven AI organizations are allowed to evolve as the technology they build becomes more powerful and more lucrative. For Altman, the stakes are personal and professional. For the AI industry, they may prove structural.
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*This article was researched with the help of AI, with human editors creating the final content.
