Case A: Five Days at OpenAI

Resit Dossier: Digital Leadership (DL)

Author

Andy Weeger

Published

Sep 24, 2026

Modified

Sep 25, 2026

Overview

Leader Sam Altman, CEO and co-founder of OpenAI
Organization OpenAI (nonprofit board controlling a capped-profit subsidiary)
Period November 17–22, 2023 (aftermath until March 2024)
Situation type Governance crisis, removal and reinstatement of a CEO
NoteAssigned Theoretical Lens

Social Capital Theory

Background

OpenAI was founded in 2015 as a nonprofit research organization. In 2019, it created a capped-profit subsidiary to raise capital. The nonprofit board retained control over the entire organization and was obliged to the mission of ensuring that artificial general intelligence benefits humanity, not shareholders. Microsoft had invested heavily in the capped-profit entity and held a minority stake, but had no board seat. Employees held equity, and a tender offer that would have allowed them to sell shares at a high valuation was in preparation at the time.

After several departures, the board consisted of six members in November 2023: Sam Altman, Greg Brockman (president and chair), Ilya Sutskever (chief scientist), and the independent directors Adam D’Angelo, Tasha McCauley, and Helen Toner.

Timeline

Date Event
Nov 17 The board announces that Altman is removed as CEO because he “was not consistently candid in his communications with the board”. CTO Mira Murati becomes interim CEO. Brockman is removed as chair and resigns as president. Microsoft is informed shortly before the announcement.
Nov 18 Several senior researchers resign. COO Brad Lightcap writes internally that the decision was not a response to “malfeasance” but to “a breakdown in communication”. Investors push for Altman’s return.
Nov 19 Negotiations about a return fail. The board appoints Emmett Shear (former Twitch CEO) as interim CEO.
Nov 20 Microsoft CEO Satya Nadella announces that Altman and Brockman will lead a new AI research team at Microsoft and offers jobs to OpenAI staff. More than 700 of roughly 770 employees sign a letter threatening to leave for Microsoft unless the board resigns and reinstates Altman. Sutskever signs the letter and posts: “I deeply regret my participation in the board’s actions.”
Nov 21/22 OpenAI announces an agreement in principle: Altman returns as CEO; a new initial board is formed with Bret Taylor (chair), Larry Summers, and Adam D’Angelo. Toner, McCauley, and Sutskever leave the board.
Mar 2024 An external review by the law firm WilmerHale concludes that Altman’s conduct “did not mandate removal”. Altman rejoins the board together with three new directors.
May 2024 Former board member Helen Toner publicly states that Altman had withheld information from the board and misrepresented safety processes on several occasions.

Key Actors

  • Sam Altman: CEO; public face of OpenAI; extensive network among investors, founders, and policy makers.
  • The board (Sutskever, D’Angelo, McCauley, Toner): formally entitled to remove the CEO; obliged to the nonprofit mission.
  • Employees: highly sought-after researchers and engineers with equity stakes.
  • Microsoft / Satya Nadella: largest investor and infrastructure partner without formal governance rights.
  • Other investors (e.g., Thrive Capital, Sequoia): no board seats; pushed for Altman’s return.
  • Mira Murati, Emmett Shear: interim CEOs.

Contested Points

The facts below are documented, but their interpretation is disputed. Your analysis can position itself on them:

  • The board’s reasons: loss of trust due to a lack of candor (board view) vs. a governance failure by the board itself (view of many employees and investors).
  • The motives of employees: loyalty to Altman, concern about the mission, or concern about the value of their equity.

Sources

This list is not exhaustive.