[pc86]

Others have pointed out several reasons this isn't actually a problem (and that the premise itself is incorrect since "OpenAI" is not a charity), but one thing not mentioned: even if the MS-appointed board member is a MS employee, yes they will have a fiduciary duty to the organizations under the purview of the board, but unless they are also a board member of Microsoft (extraordinarily unlikely) they have no such fiduciary duty to Microsoft itself. So in the also unlikely scenario that there is a vote that conflicts with their Microsoft duties, and in the even more unlikely scenario that they don't abstain due to that conflict, they have a legal responsibility to err on the side of OpenAI and no legal responsibility to Microsoft. Seems like a pretty easy decision to make - and abstaining is the easiest unless it's a contentious 4-4 vote and there's pressure for them to choose a side.

But all that seems a lot more like an episode of Succession and less like real life to be honest.

[dragonwriter]

> and that the premise itself is incorrect since "OpenAI" is not a charity

OpenAI is a 501c3 charity nonprofit, and the OpenAI board under discussion is the board of that charity nonprofit.

OpenAI Global LLC is a for-profit subsidiary of a for-profit subsidiary of OpenAI, both of which are controlled, by their foundational agreements that gie them legal existence, by a different (AFAICT not for-profit but not legally a nonprofit) LLC subsidiary of OpenAI (OpenAI GP LLC.)

[throwoutway]

It's still a conflict of interest. One that they should avoid. Microsoft COULD appoint someone who they like and shares their values, that is not a MSFT employee. That would be a preferred approach but one that I doubt a megacorp would take

[ghaff]

Both profit and non-profit boards have members that have potential conflicts of interest all the time. So long as it’s not too egregious no one cares, especially not the IRS.

[oatmeal1]

Microsoft is going to appoint someone who benefits Microsoft. Whether a particular vote would violate fiduciary duty is subjective. There's plenty of opportunity for them to prioritize the welfare of Microsoft over OAI.

[Xelynega]

Whats the point of Microsoft appointing a board member if not to sway decision in ways that benefit them?