Court Exhibit·6 MAR 2019
Design The Structure Before You Need The Money
When your mission and your capital needs collide, invent the vehicle first — then go raise.
Source document — Sam Altman Email to Elon Musk re: OpenAI Capped-Profit Structure (March 6, 2019) · Musk v. Altman (OpenAI) · 4:24-cv-04722 (CAND), Doc. 379-88, filed 2026-01-06 (page 1)
Excerpt · In Sam Altman's own words
Elon- Here is a draft post we are planning for Monday. Anything to add/edit? TL;DR: We've created the capped-profit company and raised the first round, led by Reid and Vinod. We did this in a way where all investors are clear that they should never expect a profit. We made Greg chairman and me CEO of the new entity. We have tested this structure with potential next-round investors and they seem to like it. Speaking of the last point, we are now discussing a multi-billion dollar investment which I would like to get your advice on when you have time.
We've created OpenAI LP, a new 'capped-profit' company that allows us to rapidly increase our investments in compute and talent while including checks and balances to actualize our mission. Our mission is to ensure that artificial general intelligence (AGI) benefits all of humanity, primarily by attempting to build safe AGI and share the benefits with the world.
The fundamental idea of OpenAI LP is that investors and employees can get a fixed return if we succeed at our mission, which allows us to raise investment capital and attract employees with startup-like equity. But any returns beyond that amount are owned by the original OpenAI Nonprofit entity. OpenAI LP's primary fiduciary obligation is to advance the aims of the OpenAI Charter, and the company is controlled by OpenAI Nonprofit's board. All investors and employees sign agreements that OpenAI LP's obligation to the Charter always comes first, even at the expense of some or all of their financial stake.
The daily letter · Free
This edition is for members — but the daily letter is free.
One real corporate email, and the lesson it teaches, in your inbox every weekday morning. Free. Unsubscribe in one click.
How this surfaced
- Source type
- Court Exhibit
- Case / record
- Musk v. Altman (OpenAI)
- Citation
- 4:24-cv-04722 (CAND), Doc. 379-88, filed 2026-01-06
- Date authored
- March 6, 2019
- License
- Public domain
- Original
- View the primary source →
More from Elon Musk
Elon Musk & Ilya Sutskever ·OpenAI ·18 FEB 2016
When A Rival Leaps Ahead, Change Your Cadence
A single alarming data point should reset how often your leadership team talks, not just what they talk about.
Ilya Sutskever ·OpenAI ·12 JUL 2017
Turn A Research Problem Into A Capital Problem
When you can't invent the answer, buy the conditions under which the answer becomes findable.
Sam Altman ·OpenAI ·31 AUG 2018
Structure Your Cap Table Around Your Mission, Not the Reverse
If your mission truly comes first, your legal structure has to prove it — even to yourself.
Sam Altman ·OpenAI ·31 AUG 2018
Structure Your Cap Table Around Your Mission, Not the Reverse
If your mission truly comes first, your legal structure has to prove it — even to yourself.
Ilya Sutskever ·OpenAI ·13 SEP 2017
How to Split Control When Everyone Brings Something Different
In a founding negotiation, spelling out who decides what — in writing — is more valuable than any equity number.
Sam Bankman-Fried & Ryan Pinder & Daniel Friedberg ·FTX Trading Ltd. ·10 NOV 2022
In a Crisis, Pick One Audience And Protect Them First
When you can't save everyone, be honest about who you're choosing to save first — and expect the rest to notice.