[insane_dreamer]

I don't think you understand how boards operate, especially in this case. It was the board of the OpenAI __non-profit__, of which Microsoft was _not_ an investor. In this case, their fiduciary duty was not to their shareholders, but rather to the company charter.

[fastball]

It's mostly dysfunctional boards that aren't doing their job I don't understand. You can talk about fiduciary duty all you want, but when you're the board of a "non-profit" that has a wholly-owned for-profit subsidiary and you don't seem to know what the hell that subsidiary is doing on a number of dimensions, you're either A. there for appearances only or B. terrible at your job.

Like, is your argument really "you don't know how boards work" when this is a fantastic example of a board completely failing at the basics of the job?

[fnordpiglet]

Or, C. Actively being subverted by the leadership of the subsidiary and thus need to replace that leadership to replace it with a transparent leader.

People lie and cover things up all the time from oversight bodies like boards. The board isn’t some god like entity that either knows all or is incompetent. They’re a collection of humans operating off the information given to them. Once they realize the information is erroneous or incomplete it’s often their duty to replace that leadership. And if they believe further they can’t trust the principals involved these things are often done in secret.

Finally the for profit nature of the subsidiary is entirely irrelevant. The board is a non profit board which has an entirely different responsibility set and accountability than a for profit board, and the subsidiary being for profit doesn’t change the nature of their duty in the least - in fact to preserve their non profit status they have to be -extra- careful with how they treat business related to the for profit subsidiary to ensure a conflict of interest doesn’t invert the relationship between for profit and non profit missions. Informing outside investors of non profit board governance decisions likely inverts that relationship and jeopardizes the non profits charter.