Elon Musk’s OpenAI lawsuit: Why losing the case may still achieve his goal

If the evidence Elon Musk presents against OpenAI in court is compelling enough, it could trigger ripple effects far beyond the courtroom.

Greg Brockman, OpenAI’s president, once scribbled a question in his diary that later became trial evidence: “Financially, what will take me to $1B?” The entry, unsealed during the lawsuit, reflects the transformation of OpenAI from a nonprofit research lab into a corporate giant on the verge of a major public offering.

Musk, a co-founder who left OpenAI in 2018, is suing the company, CEO Sam Altman, and executives like Brockman. He alleges that he was misled about OpenAI’s profit motives when he donated tens of millions of dollars in its early years.

During testimony on Monday, Brockman revealed that he was awarded a stake in OpenAI for the “blood, sweat, and tears” he invested—but notably, not for financial compensation. His share of the company is now valued at approximately $30 billion on paper.

(Disclosure: Vox Media has signed partnership agreements with OpenAI, but our reporting remains editorially independent.)

Legal experts question Musk’s chances of winning

Legal experts suggest Musk faces an uphill battle in proving his case, particularly if he seeks a judge to reverse OpenAI’s for-profit restructuring. The lawsuit pits two billionaires against each other in what some describe as a courtroom showdown. However, the real stakes may lie elsewhere.

Even if Musk loses the case, the evidence he presents could persuade attorneys general to re-examine the deals that allowed OpenAI’s for-profit transformation last fall. That outcome would align with Musk’s apparent goal: a weakened OpenAI, more closely tied to its nonprofit origins, just as it prepares for a rumored initial public offering (IPO).

OpenAI’s corporate restructuring under scrutiny

Last October, California and Delaware attorneys general approved OpenAI’s conversion of its for-profit arm into a public benefit corporation. This decision cleared the way for a highly anticipated IPO. OpenAI is headquartered in California but incorporated its for-profit entity in Delaware—a common practice among large corporations.

Legal experts argue it would be unusual, if not unprecedented, for a federal judge to overturn that regulatory decision and force OpenAI to undo its corporate restructuring, as Musk has requested.

Instead, the more plausible scenario is that new evidence—such as Brockman’s diary—or public backlash from the case could prompt the attorneys general to revisit or amend their original approval of OpenAI’s shift to a for-profit model.

Public pressure mounts against OpenAI

On Wednesday, a coalition of over 60 civil society organizations, EyesOnOpenAI, sent a letter to California Attorney General Rob Bonta urging him to reconsider the decision.

“In an ideal world, the