The Leadership Letter

Real correspondence from the people running real companies — and what it reveals about leadership.

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.

From: Sam Altman <[redacted]@ycombinator.com> To: Elon Musk @spacex.com> Subject: OpenAI term sheet Date: Fri, 31 Aug 2018

Elon--

Please see attached, look forward to feedback. Also, my current thought is that I won't take any equity. I'm not doing this for the money anyway, and I like the idea of being completely unconflicted and just focused on the best outcome for the world. If it appeared at some point we weren't going to build AGI but were going to build something valuable, then maybe I'd want equity then.

Sam

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OpenAI's mission is to ensure that artificial general intelligence — by which we mean highly autonomous systems that outperform humans at most economically valuable work — (AGI), when developed, is safe and benefits all of humanity. We will attempt to directly build safe and beneficial AGI, but will also consider our mission fulfilled if our work aids others to achieve this outcome.

OpenAI LP will be a for-profit Delaware Limited Partnership managed by its General Partner, a single-member Delaware LLC controlled by OpenAI, Inc. (the Nonprofit)'s Board of Directors. At all times, no more than a minority of the Nonprofit's Board of Directors will be holders of any economic interest in OpenAI LP.

Our duty to these principles and the advancement of our mission takes precedence over any obligation to generate a profit. We may never make a profit, and we are under no obligation to do so. The fiduciary duties of the Nonprofit Board of Directors flow exclusively to the Nonprofit, not to the Limited Partners.

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Court Exhibit
Musk v. Altman (OpenAI)
4:24-cv-04722 (CAND), Doc. 391-16, filed 2026-01-16
August 31, 2018
Public domain
View the primary source →