Delaware Attorney General’s statement of no objection to OpenAI, Inc.’s recapitalization (2025)

Versions

delaware-ag-openai-recapitalization: 1 recorded version, oldest first, published by Delaware Department of Justice (Attorney General). A version is shown as replacing another only where a record says so. Date order alone never implies it.

1. 2025-10-28 · publishedLetter (28 October 2025) (this version)

This version

Provisions in this version · 2 quoted

A limited selection of quoted provisions: what this edition says about thresholds, required actions, who decides and exceptions. It is not a full summary and says nothing about implementation. A “not found” record states which part of the edition was inspected. It is not a claim that the text was deleted.

• Who decidesNonprofit control of the PBC while it holds Class N stock“So long as the NFP holds Class N Common Stock, the NFP will retain control and oversight over the newly formed PBC, including the sole power and authority of the NFP Board to appoint members of the Board of Directors of the PBC”Decides: Board of directors of the nonprofit (NFP Board)Representation 1 (page 2)Inspect claim & evidence ↗
• Who decidesSafety and Security Committee authority to require mitigations, up to halting release“The SSC has and will continue to have the authority to require mitigation measures—up to and including halting the release of models or AI systems—even, for the avoidance of doubt, where the applicable risk thresholds would otherwise permit release.”Decides: Safety and Security Committee of the nonprofit boardRepresentation 9 (page 4)Inspect claim & evidence ↗

Earliest version recorded here; no replacement is recorded.

Issue and authorship records

• Issued by: Delaware Department of Justice (Attorney General)The Delaware Department of Justice issued a letter to OpenAI, Inc. dated 28 October 2025 setting out the conditions under which the Attorney General would not object to OpenAI, Inc.’s recapitalization, which it describes as restructuring a for-profit limited liability company into a newly formed public benefit corporation, with the nonprofit retaining control of it in accordance with OpenAI’s representations.2025-10-28 · publication · Stated in source · Supported Inspect claim & evidence ↗Delaware Attorney General: records →

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