追求OpenAI的诚信之路

大家好，我是克里斯汀·贝尔。如果你认识我丈夫艾克斯，你就知道他超爱买车。但卖车？那可就不一样了。

Hi. I'm Kristen Bell. And if you know my husband, Ax, then you also know he loves shopping for a car. Selling a car? Not so much.

我们真的要这么做了。

We're really doing this.

幸好Carvana让这一切变得简单。回答几个问题，输入你的车辆识别码或车牌号，就搞定了。我们今天早上几分钟就卖掉了车，他们下午就会来取车并付款给我们。

Thankfully, Carvana makes it easy. Answer a few questions, put in your VIN or license, and done. We sold ours in minutes this morning, and they'll come pick it up and pay us this afternoon.

再见了，小卡车。

Goodbye, truckie.

当然，我们留下了最喜欢的那辆。

Of course. We kept the favorite.

你好啊，另一辆小卡车。

Hello, other truckie.

今天就通过Carvana出售您的爱车。适用条款与条件。

Sell your car with Carvana today. Terms and conditions apply.

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Support for this show comes from IcyHot. You know those moments when you've already given it your all and you're still ready to come back for more? But the only thing standing in your way is pain. Well, you don't need to let achy joints and muscles hold you back anymore. With Icy Hot Original No Mess, you can experience fast acting pain relief and come back strong.

冰感快速起效，热感持久作用。有了Icy Hot，你就能满血回归。立即购买IcyHot Original No Mess。

Ice works fast and heat makes it last. You're so back with Icy Hot. Buy IcyHot Original No Mess now.

每天走一万步、吃五份水果蔬菜、睡足八小时，这三者有什么共同点？它们都是健康的选择。但所有更健康的选择真的都有回报吗？使用CVS Caremark的处方药计划，确实如此。他们的计划设计为您的成员提供更多选择，从而让您的成员有更多方式开始服药、坚持服药和管理药物。

What do walking 10,000 steps every day, eating five servings of fruits and veggies, and getting eight hours of sleep have in common? They're all healthy choices. But do all healthier choices really pay off? With prescription plans from CVS Caremark, they do. Their plan designs give your members more choice, which gives your members more ways to get on, stay on, and manage their meds.

这有助于您的企业控制成本，因为更健康的会员对企业更有利。请访问 cmk.co/access 了解更多关于帮助会员保持用药依从性的信息。网址是 cmk.co/access。

And that helps your business control your costs because healthier members are better for business. Go to cmk.co/access to learn more about helping your members stay adherent. That's cmk.co/acces.

大家好，欢迎收听《解码器》。我是 Alex Heath，《The Verge》的副主编，也是本周四节目的客座主持人。今年夏天我们从多个角度报道了 OpenAI，从它如何应对 AI 人才争夺战，到人们如何开始对 ChatGPT 产生情感依赖。下周，我们将播出我最近与 OpenAI 董事会主席 Brett Taylor 的对话。

Hey, everyone. Welcome to Decoder. I'm Alex Heath, deputy editor at The Verge and your Thursday episode guest host. We've covered OpenAI in several ways this summer, from how it's navigating the AI talent wars to how people are starting to feel attached to ChatGPT. Next week, we're airing a recent conversation I had with Brett Taylor, the chairman of OpenAI's board.

但今天，我想聚焦于 OpenAI 自身未来正在酝酿的一场斗争。尽管是世界上最有价值的公司之一，OpenAI 在技术上仍然是一个非营利组织。这个结构设计于 2015 年，旨在防止投资者以可能危害人类的方式引导人工智能。这也为 2023 年戏剧性的董事会政变埋下伏笔，那次事件曾短暂罢免了 Sam Altman 的 CEO 职务。而现在，OpenAI 正试图摆脱这种非营利结构，以便筹集更多资金并最终上市。

But today, I want to zoom in on the battle that's brewing about the future of OpenAI itself. Despite being one of the most valuable companies in the world, OpenAI is still technically a nonprofit. That structure was designed back in 2015 to keep investors from steering artificial intelligence in ways that could harm humanity. It's also what set the stage for the dramatic board coup in 2023 that briefly ousted Sam Altman as CEO. And now OpenAI is trying to shake this nonprofit structure so that it can raise even more money and eventually go public.

这其中利害攸关，不仅仅是对 OpenAI 而言。为了解析其重要性，今天我请到了 Tech Equity 的 CEO Catherine Bracey 和 Latino Prosperity 的 CEO Orson Aylad。他们协助运营“关注 OpenAI”（Eyes on OpenAI），这是一个由倡导团体组成的联盟，正在挑战 OpenAI 试图进行的重组。正如你将听到的，Katherine 和 Orson 认为，OpenAI 在偏离其使命的同时，却享受着作为非营利组织的好处。这是一个复杂而引人入胜的故事，直指世界上最重要的人工智能公司的结构核心及其影响。

There's a lot at stake here and not just for OpenAI. To unpack why it matters, today I'm joined by Catherine Bracey, CEO of Tech Equity, and Orson Aylad, CEO of Latino Prosperity. They help run Eyes on OpenAI, a coalition of advocacy groups that's challenging OpenAI's attempted restructuring. As you'll hear, Katherine and Orson argue that OpenAI has enjoyed the advantages of being a nonprofit while drifting away from its mission. It's a complicated, fascinating story that cuts to the heart of how the most important AI company in the world is structured and the impacts of that structure.

在此我需要说明，OpenAI 拒绝对本期节目具体置评。相反，他们让我参考 Sam Altman 五月份的一篇博客文章，他在文中写道，公司提议的重组仍将创建“历史上规模最大、效率最高的非营利组织”。好的。以下是我与“关注 OpenAI”的 Catherine Bracey 和 Orson Eilat 的对话。Catherine 和 Orson，非常高兴两位能来做客，因为我认为这是一个重要的话题，应该有更多人真正了解它，随着事态发展到紧要关头，未来几个月人们可能会更加关注。

Here, I should note that OpenAI declined to comment on this episode specifically. Instead, I was referred to a May blog post from Sam Altman in which he wrote that the company's proposed restructuring will still create the, quote, largest and most effective nonprofit in history. Okay. Here's my conversation with Catherine Bracey and Orson Eilat from Eyes on OpenAI. Catherine and Orson, I'm so excited to have you both on because I think this is an important topic that more people should actually understand, and they may in the coming months as this all comes to a head.

话虽如此，OpenAI 方面没有人参与这次对话。所以我也想在这里稍微扮演一下魔鬼辩护人的角色。那么我的第一个问题是，我们为什么要关心 OpenAI 的非营利地位？这为什么重要？

That said, no one from OpenAI is here in this conversation. So I also kinda wanna play devil's advocate here a little bit. And so my first question for both of you is simply why should we care about OpenAI's nonprofit status? Why does it matter?

我认为提醒您的听众 OpenAI 的历史及其创立原因可能有所帮助，这对于理解其治理结构很重要。它的创立是为了确保其创始人认为即将到来的这项技术能够造福人类而非损害人类。他们对 AGI（通用人工智能）的潜在风险有深刻的理解，并希望构建能够善用该技术的东西。这是一个崇高的使命，我认为当时我们许多人都非常支持。他们明确地将自己构建为非营利组织，以保护该技术及其使命免受投资者对技术的干预。

I think it might be helpful for your listeners to just be reminded of OpenAI's history and why it was founded, which is important to understand the governance structure. It was founded in order to ensure that this technology that its founders believed was imminent was going to benefit humanity and not undermine it. They had a a strong understanding of the potential risks of AGI, and they wanted to build something that could harness that technology for good. And that was a lofty mission and I think a lot of us at the time were very supportive of it. They structured themselves as a nonprofit explicitly to protect that technology and that mission from the imposition of investors onto the technology.

我认为这一点很能说明问题。我刚刚写了一本关于风险投资的书，并为这本书采访了 Sam Altman，想了解他将 OpenAI 设立为非营利组织的背后想法。我没想到他会如此明确地表示这样做是为了保护它免受投资者的影响，但这正是他告诉我的——他非常清楚，因为他当时在运营 Y Combinator。他知道投资者会对这项技术提出什么要求，也知道这些要求会给 AGI 带来风险，使其无法实现造福全人类的使命，而是专注于利润，并在追求利润的过程中给人类带来诸多风险。因此，非营利结构明确旨在保护社会。

And I thought this was very telling. I just wrote a book about venture capital and interviewed Sam Altman for the book and wanted to understand his thinking behind setting OpenAI up as a nonprofit. I didn't know that he would be so explicit about doing so because he wanted to protect it from investors, but that's exactly what he told me that he knew and he knew very well because he was running Y Combinator at the time. He knew what investors would ask of this technology and he knew that those asks would create risks for AGI to to not achieve the mission of benefiting all of humanity but instead be focused on profit and in the focus on profits create a lot of risks for humanity in the process. So the nonprofit structure was explicitly meant to protect society.

我认为，自从我与 Sam 进行那次谈话后，他们已经偏离了那个使命，而那个旨在保护技术和使命的结构正令人担忧。因此，Orson 和我以及一个由其他组织组成的联盟正努力确保至少使命本身得到保护，即使治理结构无法保全。

And I think the fact that since I've had that conversation with Sam, they've taken a turn away from that mission and that structure to protect the technology and protect the mission is worrying. And so Orson and I and a coalition of other organizations are trying to make sure that at least the mission itself is protected, if not the governance structure.

谈谈这个联盟吧，它由哪些成员组成？它的使命是什么？它是如何成立的？

Talk about this coalition and who makes it up? What is its mission? How did it come together?

这个联盟的成立，你知道，我们当时都在阅读同样的文章，其中OpenAI想要基本放弃其非营利根基，完全转向私有化。我们许多人都感到担忧。首先，OpenAI显然正在开发将对社会产生严重后果、影响许多事物的技术。但我们主要从慈善资产法律的角度来看待这个问题，因为我们知道有先例表明，如果你确实转为营利性并放弃非营利根基，那么你必须留下你的公共资产、慈善资产，这些资产在我们联合起来时估值大约在1000亿美元左右。今天，可能达到5000亿美元。因此，这个联盟联合了起来，包括各种非营利组织、经济组织、社会正义组织、教育组织，以及一些劳工组织。如今，它是一个由60多个组织组成的联盟，持续向加利福尼亚州总检察长施压，后者有权监督慈善使命和慈善法律，以确保OpenAI真正作为非营利组织行事，并真正坚守其使命宣言。

This coalition came about, you know, we were all reading the same articles where OpenAI wanted to basically abandon its nonprofit roots and go fully private. Many of us were concerned. One, OpenAI clearly is developing technology that will have severe consequences for society, will impact a lot of things. But we were looking at it mostly from a charitable asset law where we knew that there was precedent saying that if you do convert to a for profit and abandon your nonprofit roots, then you have to leave behind your public assets, your charitable assets, which at the time that we came together were valued roughly around $100,000,000,000 Today, it's about, could be $500,000,000,000 So the coalition came together, various nonprofit organizations, economic organizations, social justice organizations, educational organizations, and also some labor organizations. And so today, it's a coalition of over 60 organizations that continues to press the attorney general in California who has can oversee charitable mission and charitable law to ensure that OpenAI truly acts as a nonprofit and that they truly stick to their mission statement.

对于那些不了解这一切如何运作的人，你能给我们讲讲OpenAI作为非营利组织迄今享受的法律和金钱利益吗？另外，作为非营利组织，它在法律上受到哪些限制？

For those who don't understand how this all works, can you give us a sense of the legal and monetary benefits that OpenAI has enjoyed so far as a nonprofit? And also, there restrictions legally that it operates under being a nonprofit?

我们两个都不是律师，所以这里应该做个免责声明。但我们俩都是非营利组织的创始人，有自己的董事会和律师告诉我们什么能做、什么不能做。所以，我认为我们可以从这个角度来谈。显然，任何非营利组织都可以接受捐赠者的免税捐赠，非营利组织也无需纳税。然后，它们在一套规则下运作，作为换取这种免税地位的交换，它们必须从事服务于公共使命的事情，而不是为了私人利润动机。

Neither one of us is a lawyer, so should make that caveat here. But both of us are founders of nonprofits and have boards and lawyers ourselves that tell us what we can and can't do. So I mean, I think we can speak to it from that perspective. Obviously, any nonprofit can take donations tax free to the donor, and nonprofits also don't have to pay taxes. And then they operate under, you know, a set of rules that in exchange for that tax exempt status, they must, you know, do things that are in service of a public mission and not to benefit a private profit motive.

这可以有多种不同的表现形式，比如利益冲突和私人事务等。但本质上，OpenAI作为一个研究实验室起步，创建了这个使命。我认为作为这个使命的一部分，这在当时是有道理的，他们打算开发这项技术来为人类服务。随着时间的推移，逐渐偏离了这一使命。我认为在某个时间点上，它实际上变成了一个营利性初创公司，与其他开发类似技术的营利性公司竞争。

There's a variety of different ways that can look conflicts of interest and private and other things. But essentially, OpenAI, starting as a research lab, created this mission. And I think as part of this mission, which made sense at the time, they were gonna build this technology that could be in service to humanity. Over the course of time, crept away from that mission. And I think at a certain point became, for all intents and purposes, a for profit startup that was competing with other for profit companies that were building similar technology.

而且他们能够在非营利的旗帜下这样做，并享有所有这些税收优惠。

And they were able to do so under a nonprofit banner with with all of those tax benefits in place.

这对我来说太疯狂了。所以你是说——我认为如果这是真的，人们需要明白这一点——OpenAI，这个世界上最热门的科技公司，即将在接下来几个月内成为世界上最有价值的私营公司，估值可能达到5000亿美元，是免税的？

This is wild to me. So you're are you saying that and I think just people need to understand this if this is true, that OpenAI, the hottest tech company in the world that's about to be the most valuable private company in the world at 500,000,000,000 potentially in the coming months is tax exempt?

非营利实体是免税的。

The nonprofit entity is is tax exempt.

非营利实体。好吧。

The nonprofit entity. Okay.

是的。他们通过非营利实体运作的资金有多少。我认为现在没有人向非营利组织捐款，而且

Yeah. How much money they're running through the nonprofit. I don't think anybody's out now donating money to the nonprofit and

对。

Right.

你知道，通过那笔捐赠获得税收优惠。但是，再说一次，没错。因为我不是律师。

You know, getting a tax benefit on that donation. But, again Right. Because not a lawyer.

这很复杂，因为如果你看他们现在的结构，他们与各种有限责任公司相互关联，与微软有紧密联系。我们所知道的是，非营利身份意味着强烈的法律和道德义务，要将公共利益置于股东回报之上。这正是我们想要的。如果这个使命被淡化，如果私人动机凌驾于使命之上，他们转向最大化收入而非最大化公共利益，那么你就违反了非营利章程。我们都运营非营利组织。

It's difficult because if you look at the their structure today, they're interconnected with a variety of LLCs, strong connection to Microsoft. What we do know is that the nonprofit status implies a strong legal and an ethical obligation to put the public interest ahead of shareholder returns. That's what we want. And if that mission gets diluted, if they override that mission by private motives, and they shift towards maximizing revenue instead of maximizing public good, then you're in violation of your nonprofit charter. We both run nonprofits.

我们不能通过我们的非营利组织致富。作为非营利组织，我们受到严格监管。我们必须编制报告、审计，并向公众公开。OpenAI同样适用。我们只是觉得他们以极大的保密性运作，并且将利润动机置于使命之上。

We can't get rich of our nonprofits. We are highly regulated as nonprofits. We have to put together reports, audits that are available to the public. The same thing applies for OpenAI. And we just feel that they are operating with an enormous amount of secrecy and that they're putting together the profit motives ahead of mission.

说他们像传统慈善机构一样作为非营利组织运作，这有点像是在做戏。认为他们应该获得与施粥所相同的福利，在这一点上有些荒谬。而且，你知道，如果我是OpenAI的竞争对手，我必须遵守适用于营利性公司的一套治理法律，而OpenAI却不用，那么，我不知道，这会让我有点恼火。所以我认为是时候揭穿这场戏，停止允许他们为了自身利益使用这个非营利旗帜。他们想要非营利地位的所有好处，却不想承担任何责任，我认为这是错误的。

It's a little bit of a charade to say that they are operating as a nonprofit in the same way that, like, a traditional charity. This idea that they should receive the same benefits that, like, a soup kitchen receives is kind of ludicrous at this point. And, you know, if I was competitor to OpenAI and I was having to follow a set of governance laws that apply to for profit companies and OpenAI didn't, then I don't know, that would make me kind of upset. So I just think it's time to throw off that charade and stop allowing them to use this nonprofit banner in their interest. They want all the benefits of a nonprofit status without any of the responsibility, and I think that's wrong.

我们需要短暂休息一下。一分钟后回来。

We have to take a short break. We'll be back in just a minute.

本节目由LinkedIn赞助。当你是一名小企业主时，你的生意是你全天候（24/7）的心头大事。所以当你招聘时，你需要一个和你一样努力的合作伙伴。那个招聘伙伴就是LinkedIn Jobs。当你下班时，LinkedIn开始上班。

Support for this show comes from LinkedIn. When you're a small business owner, your business is on your mind twenty four seven. So when you're hiring, you need a partner that works just as hard as you do. That hiring partner is LinkedIn jobs. When you clock out, LinkedIn clocks in.

LinkedIn让你可以轻松免费发布职位，分享到你的网络，并在一个地方管理所有合格的候选人。LinkedIn的新功能帮助你撰写职位描述，然后通过深入的候选人洞察，快速将你的职位展示给合适的人。你可以免费发布职位，或者付费推广。推广的职位能获得三倍多的合格申请者。归根结底，对你的小企业来说，最重要的是候选人的质量。

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而使用LinkedIn，你可以自信地找到最佳人选。根据LinkedIn的数据，72%使用LinkedIn的中小企业表示，它帮助他们找到高质量的候选人。了解为什么超过2,500,000家小企业今天使用LinkedIn进行招聘。在LinkedIn上找到你的下一个优秀员工。免费发布职位，请访问 linkedin.com/partner。

And with LinkedIn, you can feel confident that you're getting the best. Based on LinkedIn data, 72% of SMBs using LinkedIn say that it helps them find high quality candidates. Find out why more than 2,500,000 small businesses use LinkedIn for hiring today. Find your next great hire on LinkedIn. Post your job for free at linkedin.com/partner.

那是 linkedin.com/partner，可以免费发布你的职位。适用条款与条件。

That's linkedin.com/partner to post your job for free. Terms and conditions apply.

Adobe Acrobat Studio。全新登场。向我展示PDF能做的一切。轻松快捷地完成你的工作。PDF Spaces 就是你所需的一切。

Adobe Acrobat Studio. So brand new. Show me all the things PDFs can do. Do your work with ease and speed. PDF Spaces is all you need.

借助AI助手的关键洞察，瞬间完成数小时的研究。一键获取模板，让你的演示文稿瞬间变得超级精美。达成交易？没问题。

Do hours of research in an instant with key insights from an AI assistant. Take a template with a click. Now your prezo looks super slick. Close that deal? Yeah.

你赢了。就这么做。

You won. Do that.

正在做。已经做了。完成了。现在你也可以做到。用Acrobat来实现。

Doing that. Did that. Done. Now you can do that. Do that with Acrobat.

现在你可以做到了。用全新的Acrobat来实现。

Now you can do that. Do that with the all new Acrobat.

是时候用

It's time to do your best work with

全新的Adobe Acrobat Studio来展现你的最佳工作成果了。

the all new Adobe Acrobat Studio.

每天，数百万客户与我这样的AI代理互动。我们快速解决问题，全天候工作，并且乐于助人、知识渊博、富有同理心。我们被打造成为所服务品牌的声音。Sierra是一个平台，用于通过AI构建更好、更人性化的客户体验。

Every day, millions of customers engage with AI agents like me. We resolve queries fast. We work 20 fourseven, and we're helpful, knowledgeable, and empathetic. We're built to be the voice of the brands we serve. Sierra is the platform for building better, more human customer experiences with AI.

没有等待音乐，没有通用答案，没有挫败感。访问sierra.ai了解更多。

No hold music, no generic answers, no frustration. Visit sierra.ai to learn more.

欢迎回来。我很高兴你提到了竞争对手。竞争对手实际上已经对此事发表了看法。例如，Meta向加州总检察长办公室发送了一封信，他们特别指出，OpenAI不应被允许通过获取和挪用标榜为慈善的资产，并将其用于潜在的巨大私人收益来藐视法律。他们还强调，这将对硅谷产生“地震般”的影响，本质上为其他公司开辟了一条同样的道路，让它们可以以非营利组织身份起步，享受免税地位，然后在决定开始赚钱时再转换身份。

Welcome back. I'm glad you brought up competitors. Competitors have actually weighed in on this issue. Meta, for example, sent a letter to the California AG's office about this, and they made the specific argument that OpenAI, quote, should not be allowed to flout the law by taking and reappropriating assets billed as a charity and using them for potentially enormous private gains. And it also made the point that this would be a, quote, seismic thing for Silicon Valley and would essentially allow a path for other companies to do the same thing, for them to start as a nonprofit with tax exempt status and then switch later on when they decide they want to start making money.

如果OpenAI最终得逞，成功实现这一目标，你们认为会产生哪些二阶效应？也许他们支付罚款、补缴税款，或者不得不将比预期更多的资产捐给慈善机构，但本质上他们能渡过这一切，因为木已成舟。这对其他公司有什么影响？你们两位都运营非营利组织，这对其他非营利组织又有什么影响？

What do you guys think the second order effects are if OpenAI gets its way here ultimately and gets to pull this off? Maybe they pay a fine, back taxes, or they have to give more of their assets to the charity than they want but essentially they get through all this because the train has left the station. What are the effects on other companies? You both run nonprofits. What are the effects on other nonprofits?

法律之所以以这种方式存在，是为了防止公司做出完全相同的举动。我的意思是，这是合法的。如果他们想转型为营利性公司，可以这么做，但不能将作为非营利组织积累的资产一并带走。因此我推测他们曾与司法部长就此转型进行过沟通，并被告知——虽然我不确定具体情况——如果他们决定转型，就必须留下一定比例的资产。而他们后来却决定不这么做。

The reason the law exists in the way that it exists is to prevent companies from doing exactly this. I mean, it is legal. If they want to transition to a for profit, they can, but they cannot take the assets that they built as a nonprofit with them as they do so. So I suspect that they had a conversation with the attorney general about this transition and were told, I mean, I don't know, but, you know, they were told that they would have to leave a certain amount of those assets behind if they decided to make this transition. And they have since decided that, in fact, no, they're not.

他们打算维持现有状态，成为一个表面上的非营利组织，同时监管营利实体，取消投资者利润上限，允许投资者为所欲为，并将公司上市。这种行为我认为是不可接受的。如果他们只是转型为营利机构，将资产留在慈善领域，那完全没问题，我绝对支持他们退出。但试图带走资金的做法，简直是对法治的嘲弄，我认为这将对加利福尼亚州和创业环境产生负面影响。

They're gonna maintain their current status as sort of a Potemkin nonprofit that oversees the for profit and at the same time, remove the profit caps on investors and let investors do whatever they want and take the company public. And that's the kind of thing that I think is not acceptable. If they were just transitioning to a for profit and leaving the assets behind in the charitable sector, then that would be fine. I would totally support them leaving. But by trying to take the money with them, they are making a mockery of the rule of law, which I think is one of the, you know, impacts it would have on California and the entrepreneurial environment.

这也在嘲弄竞争对手，为其他初创企业树立了一个可效仿的许可框架。如果他们能毫无后果地这样做，就会为其他公司提供蓝图，而司法部长也将失去阻止此类行为的道德权威。

And mocking its competitors, creating a permission structure by which any startup could try and do the same thing. If they are allowed to do this with no consequence, no real consequence, then it will provide the blueprint for other companies to do the same thing and the AG won't really have as much, you know, moral authority to stop that from happening.

请允许我补充，我高度怀疑司法部长会放任不管。考虑到凯瑟琳提到的问题——先例效应，以及政府为吸引善意和资源而展现的公共利益形象随后被抛弃——如果开此先河，难以想象会有多少非营利组织效仿。因此我认为司法部长会提起诉讼，我们也当然要敦促代表加州人民的司法部长因此案树立的先例而采取法律行动。

If I can add, I I highly doubt that the AG would let them go on just because they might feel as though the train has left the station just because of the issues that Catherine raised, the precedents, right, the appearance of public interest governments to attract goodwill and resources, and then just abandoning those. If they get the green light, I can't imagine how many other nonprofits would try to do the same thing. So because of that, I I do think that the would sue them, and we would, of course, urge the AG who serve the people of California to sue because of the precedent that this sets.

同时，我想二位应该能理解：从理论上让他们留下慈善资产，实际上等于交出整个公司。除此之外还有什么？他们已成为ChatGPT开发者平台公司，现有的慈善实体实质上已名存实亡——我甚至不确定这个慈善机构还在运作什么。

At the same time, I think you both can appreciate that for them to theoretically leave charitable assets behind, I mean, that's essentially the whole company. I mean, what else is there? They've become the ChatGPT developer platform company. The charity as it exists is really nothing. I mean the charity entity, I'm not sure what it does.

上次我看美国国税局的报告显示，其资产可忽略不计，大概只有数千万美元，而OpenAI的其他部分价值数千亿美元。所以按照你说的，凯瑟琳，要他们妥善留下慈善资产，基本上等于让他们从头开始。你们是在要求他们这样做吗？

The last time I saw the IRS report on it, it had negligible assets. It was like maybe tens of millions whereas the rest of OpenAI is worth hundreds of billions. So for them to, like you were saying, Catherine, properly leave behind the charitable assets, they have to basically start over from scratch. Is that what you guys are asking them to do?

从法律层面说，法规确实这样规定。我认为司法部长在谈判和解方案时有一定灵活度，需要平衡维护加州作为创新基地的地位与公共利益。但不可否认，这些资产是在加州民众支持下创建的。法律规定如果进行这种转型，

Legally, that is what the law says. I think the AG has some latitude on what kind of settlement he could negotiate with them. I think he does have to balance the interests of maintaining California's position as a place where innovation can happen and also the public interest. But it is true that these assets were created with the support of the people of California. And the law says that if you make this transition, you

必须

have

留下资产。因此这些资产中相当一部分应当保留用于公共利益，以推动人工智能造福全人类的使命。

to leave behind assets. And so those assets, some significant number of those assets should remain in the public interest so that they can be used to advance the mission of AI benefiting all of humanity.

实际上，这些资产就是OpenAI的股份。说白了就是金钱。我这么说可能有点傻，但并不是说加州民众突然就能管理加州的ChatGPT使用权限对吧？我们讨论的是金融资产。

And practically, this looks like the assets are shares of OpenAI. Like, it's just straight money. I'm being kinda silly here, but it's not like the people of California will all of a sudden get governance over, like, ChatGPT usage in California. Right? We're we're talking about financial assets.

我能澄清一点，我们正在推动的是：OpenAI作为非营利组织实际上有两个功能？一是坚守其使命，这意味着要有保障措施确保AI为人类福祉服务。所以我们认为治理这部分应该继续存在。第二部分是资产分配，这在他们的使命宣言中也提到了。我们主张的是他们继续以这一使命为指导进行治理，因为他们必须这样做。

Can I clarify one of the things that we are pushing for is, you know, essentially, OpenAI has two functions as a nonprofit? One is to adhere it to its mission, and that means safeguards to ensure that AI is used for the benefit of humanity. So there's the governance piece there that we think still should continue. And there's a second piece, which is the distribution of assets, which they mention also in their mission statement. What we're arguing is that they continue to govern with that mission in mind because they have to.

他们决定保持非营利性质，但要求资产分配避免利益冲突，并将这些资产剥离给一个独立实体。这里没有人认为那个独立实体应该获得全部5000亿美元。我认为目前特拉华州和加利福尼亚州的总检察长正在尝试评估这些资产的价值。但我们的目标是继续保持强有力的治理，使OpenAI遵守保障措施——这些正是AI行业真正需要的。但同时要有一个经过公平估值并可能随时间获得资金的独立实体。

They've decided that they want to stay a nonprofit, but that the distribution of assets be free of conflict and that those assets be spun off to an independent entity. Nobody here thinks that that independent entity should receive the full 500,000,000,000. I think right now, the AG of Delaware and the AG of California are trying to value what the assets might be. But our goal is that there continue to be strong governance so that OpenAI adheres to safeguards some of the things we really need in the AI sector. But then that we have an independent entity that is fairly valued and perhaps over time funded.

这个实体可以继续保持与OpenAI的联系——因为有很多关于OpenAI未来上市的讨论。这个独立的非营利组织可以获得其中的股份。所以我们要求两件事：持续的治理，以及一个监督资产分配的独立实体。

Could remain connected to the OpenAI so that there are a lot of talks of OpenAI going public one day. This independent nonprofit could get shares of that. So we are asking for two things, the ongoing governance and an independent entity that will oversee the distribution of assets.

让我们再深入谈谈治理部分和使命宣言，因为我想很多人第一次意识到OpenAI仍然由非营利组织控制，是在2023年其CEO萨姆·奥尔特曼被董事会短暂解雇的时候。这件事毁了我那一周。我对此进行了大量报道。非常戏剧性。好吧。

Let's talk about the governance piece and the mission statement a little bit more because I think the first time a lot of people probably realized that OpenAI was still controlled by a nonprofit was when its CEO, Sam Altman, was briefly fired by the board of directors in 2023. This ruined my week. I reported on this extensively. Very dramatic. Alright.

G年感恩节。

G year Thanksgiving.

没错。那个董事会——虽然人员几乎完全更换了，但法律上仍然是同一个董事会——至今仍然控制着公司。因为尽管有各种头条新闻，很多人可能认为OpenAI早就不是非营利组织了，但它法律上仍然是非营利组织，因为它还没有完成转型。所以其治理结构与2023年萨姆被解雇时基本一致。那场董事会政变中有一个场景我记忆犹新：一群OpenAI高管在总部会议室里，与解雇萨姆的董事会成员通电话。

Exactly. And that board, that same board, it's not the same, it's almost completely changed over but legally that same board still controls the company to this day because OpenAI, despite the headlines and a lot of people probably think OpenAI has not been a nonprofit for the last while. It still is legally a nonprofit because it hasn't done this transition. So it's the same governance structure as what it had fundamentally when Sam was fired in 2023. There's a scene from that saga, that board coup that I remember vividly where a bunch of OpenAI execs got in a room at headquarters and they got on the phone with the group of board members who fired Sam.

我大致复述一下：其中一位高管说了类似'你们这样做是在毁掉公司'的话。如果你们坚持这样做而不让萨姆回来，OpenAI将会归零。电话那端的一位董事会成员回答说：这完全符合我们作为董事会的使命。所有在OpenAI——那个所谓的营利公司——工作的人都惊呆了。因为这很疯狂，因为当时的OpenAI已经是一个高度商业化的实体，它正在从根本上重塑AI竞赛中的科技行业格局。

And I'm paraphrasing but at 1.1 of the execs said something like, what you're doing is killing the company. You know, OpenAI will go to zero if you follow through with this and you don't bring Sam back. And one of the board members on the other end of the call said that would be perfectly in line with the mission that we have as the board. And everyone that worked at OpenAI, the quote unquote for profit company, was just like aghast at this because it's it is a crazy thing because like OpenAI at that time was already a super commercial entity. It was resetting the tech industry fundamentally in the AI race.

所以听到这种说法——等等，我们竟然被这样一个董事会控制，而董事会的利益可能意味着公司关闭——这是一个非常奇怪的概念。我想和你们深入探讨这一点：董事会目前的治理角色到底是什么？这意味着他们可以随时关闭公司吗？

And so to hear that, wait, like we're controlled by this board that the interest of the board could mean that the company shuts down, it's a very strange concept and I'm wanting to double click on that with you guys. Like what exactly is the governance role of the board as it exists today and what does that mean? That means they can just shut the company down?

你说他们在法律上仍然是非营利组织。我会说他们实际上只是纸面上的非营利组织，但我们认为他们的运营并不合法——这也是你刚才提到的重点。要让他们作为非营利组织合法运营，是的，董事会的唯一承诺、唯一的受托责任就是对该组织使命负责。我的感觉是，OpenAI并不理解他们对使命的责任。他们确实像经营营利公司一样运作，并自欺欺人地认为，通过打造最强大、最有价值的营利实体，最终是在为非营利组织服务，因为这将为非营利组织带来更多财务利益，然后可以用这些利益来推进使命。

You say they are still legally a nonprofit. I would say they're actually a nonprofit on paper, but I we don't think that they are operating legally, which is sort of the point you were making. And in order for them to be operating legally as a nonprofit, yes, the board, it's only commitment, it's only fiduciary responsibility is to the mission of the organization. My sense from OpenAI is that they don't understand their responsibility to the mission. They do treat this like a for profit company, and they have sort of deluded themselves into thinking that by building the most powerful, valuable for profit entity, that is ultimately in service to the nonprofit because it will deliver more financial benefits to the nonprofit that it could then do something with to further the mission.

但这完全不是重点。作为非营利组织的领导者，我的责任是：如果资金会影响我执行使命的能力，我就必须拒绝。而董事会的法律责任就是进行监督，确保我作为CEO做到这一点。所以绝不可能出现这种情况：公司为股东、员工或任何人最大化利润的行为，总是与非营利组织的使命一致。当使命与盈利动机发生分歧时，使命必须始终优先——即使这意味着让公司归零。如果他们无法接受这一点，那完全没问题。

And that's actually not the point at all. I mean, as a nonprofit leader myself, my responsibility is to turn down money if it is going to affect my ability to execute against the mission, and it is the board's legal responsibility to provide oversight to ensure that I do that as the CEO. So there is no world in which maximizing the profitability of this company for shareholders, for employees, for whoever is always aligned with the mission of the nonprofit. And when the mission diverges from the profit motivation, the mission has to always override, even if that means taking the company to zero. And if they can't live with that, that's totally fine.

他们应该剥离营利部门，并将大量资产留在慈善领域。这就是我们要求他们做的全部。他们拒绝这样做的原因并不明确。

They should spin off the for profit and leave a significant set of assets in the charitable sector. That's all we're asking them to do. It's not really clear why they refuse to do so.

我们需要明确的是，非营利使命是开发造福全人类的通用人工智能。对此我有许多疑问，因为这个使命本身非常模糊，可以随意定义。'造福'在此背景下意味着什么？'全人类'又指什么？不过，或许我们可以讨论这个问题。

And we should just be clear that the nonprofit mission is to develop AGI that benefits all of humanity. I have a lot of problems with that because it's inherently very squishy and can be defined however you want. What does benefiting mean in that context? What does all of humanity? But yeah, maybe we can talk about that.

比如非营利组织的使命是否需要改变？是否过于模糊？因为在2023年Sam被解雇时，董事会认为解雇Sam是为了通用人工智能造福全人类的利益。但现在可能很难理解这个决定，日常执行这个使命的具体方式也难以看清。

Like does the mission need to change for the nonprofit? Is it too vague? Because at the time in 2023 when Sam was fired, that board decided that firing Sam was in the benefit of AGI for all of humanity. But, you know, it's hard to get there perhaps now. It's hard to see exactly how you execute that day to day, I guess.

我们尚未对使命的具体内容过多置评。我认为重要的是治理和实践要与他们当前的使命保持一致。他们当前的使命没有问题，问题在于我们看到的利益冲突。我们之前问过，董事会现在在做什么？

We haven't weighed in much on the specifics of the mission. I think what it what's important is the governance and the practice align with their current mission. I think their current mission is fine. What's not fine is the conflicts of interest that we see. We asked earlier, what is the board doing now?

我认为这是最大的问题。我们不确定这里真正掌权的是谁。是微软？是投资者？还是员工？

I think that's the biggest question. We're not sure who's really in charge here. Is it Microsoft? Is it the investors? Is it the employees?

看起来员工被分配了股份。现任和前任员工都获得了这家公司的股份。当然，他们不希望看到非营利组织垮掉，因为他们的股份会贬值。但这再次凸显了巨大的利益冲突：当员工持有股份时，我们知道他们服务的将不是使命，而是薪酬。

It appears employees were given shares. Current and former employees were given shares of this company. Of course, they don't want to see their nonprofit go down because their shares would go down. But that's, again, a big reason why there's a huge conflict here is because when you're giving shares to your employees, we know that they're not going to be in service to the mission. They're going be in service to wanting to get paid.

这是科技行业的心态，创业公司的心态，他们似乎就是这样构建的。我认为使命我们可以接受，我们更需要答案的是与使命一致的治理和实践。

It's the tech mentality, the startup mentality, and it seems like they built it that way. I think that the mission we could live with, what we just need more answers is on the governance and the practices that align with the mission.

我们还没怎么讨论的一群人是投资者。我实在无法理解他们想要维持的当前提议结构：保持非营利组织对营利公司的所有权，但将营利公司转变为与普通初创公司无异的实体，股东可以持有股权，Sam Altman可能持有股权，员工可以持有股权，最终可以上市。而软银和Thrive等投资者会同意非营利董事会能够将公司推向破产？我敢肯定在400亿美元融资轮之前，他们有过对话：除非你能保证非营利组织没有控制权这样做，否则我们不会投资。

One set of people we haven't talked about yet very much are the investors. And I just cannot reconcile this current proposed structure that they want to live under. Maintaining the nonprofit ownership of the for profit, but converting the for profit into a basically no different from a normal startup where shareholders can have equity stakes, Sam Altman presumably can have equity stakes, the employees can have equity stakes, that they can eventually go public. And that SoftBank and, you know, Thrive are gonna be okay with the nonprofit board being able to drive the company to zero. I'm sure there was a conversation at some point before the $40,000,000,000 funding round where they said, we're not gonna do this unless you can guarantee that the nonprofit does not have the control to do that.

我怀疑他们被告知：是的，我们会确保非营利组织没有控制权。所以他们试图将营利部门剥离为独立实体。主要问题是为什么他们决定停止这条路线，维持当前非营利所有权的结构，以及他们向投资者提供了什么保证，让投资者同意维持非营利对营利公司的所有权？如果非营利组织仍能优先使命而非利润，投资者不可能同意。所以股东和公司之间是否有协议，规定非营利组织仅在名义上有控制权，永远不会挑战营利部门？

And I suspect they were told that, yeah, we would make sure that the nonprofit didn't have control. And so they tried to spin out into its own their own entity. I think the major question is why they decided to stop going that route and to maintain their current structure with the nonprofit ownership, and what assurances they've given to those investors that make them okay with maintaining the nonprofit ownership of the for profit company. It doesn't make any sense that they would be if the nonprofit is still in a position to put the priority of the mission above the profit priority. So do they have some agreement between the shareholders and the company that the nonprofit only has control on paper and will not ever challenge the for profit?

这些问题尚未得到解答，我认为他们决定不真正将营利部门剥离为独立实体的做法，引发的疑问比解答的更多。这就是为什么我们仍然要求司法部长进行调查。

These are questions that have not been answered, and I I think that, you know, their decision not to actually spin out the for profit into its own standalone entity raises more questions than it answers. And so that's why we are still asking the AG to investigate.

我们在OpenAI团队做出全面回归营利性决定后不久与他们进行了会面。他们不仅拒绝回答问题，还表示对很多问题都没有答案。正如凯瑟琳所说，似乎发生了某些事情，他们在没有真正知道这将如何发展的情况下就迅速撤退了。

We met with OpenAI's team shortly after the decision where they retreated whole for profit. Not only did would they not answer the questions, but they said they didn't have the answers to a lot of the questions. So to Catherine's point, it seems like something happened, and they retreated quickly without truly knowing how this was gonna play out.

我们需要稍作休息，马上回来。

We have to take another quick break. We'll be right back.

本节目由耐克赞助。无论是什么团队，无论排名如何，每个赛季都以相同的目标开始：赢得一切。耐克深知，实现这个目标远在终场哨响之前就已开始——它始于训练场上的拼搏、让你夜不能寐的失利，以及期间的点点滴滴。

Support for this show comes from Nike. No matter the team, no matter the ranking, every season starts with the same goal. Win it all. And Nike knows that reaching for that goal starts long before the final whistle. It starts with the battles at practice, the losses that keep you up at night, and everything in between.

耐克提供最佳装备，助你登上球场、田径场或跑道，突破最艰难的时刻。无论你是冠军还是想要挑战冠军，耐克都会在你比赛的任何地方助你获胜。请访问nike.com了解更多信息，并务必在Instagram、TikTok等社交平台关注耐克，获取更多精彩篮球瞬间。

Nike has the best gear to get you on the court, field, or track and pushing through the hardest moments. So whether you're the champ or you're looking to knock them off the pedestal, Nike is there to help you with winning no matter where you play. Visit nike.com for more information, and be sure to follow Nike on Instagram, TikTok, and other social platforms for more great basketball moments.

每天走一万步、吃五份果蔬、睡足八小时有什么共同点？它们都是健康选择。但所有更健康的选择真的都有回报吗？通过CVS Caremark的处方计划，确实如此。他们的计划设计为您的会员提供更多选择，从而有更多方式开始、坚持和管理药物治疗。

What do walking 10,000 steps every day, eating five servings of fruits and veggies, and getting eight hours of sleep have in common? They're all healthy choices. But do all healthier choices really pay off? With prescription plans from CVS Caremark, they do. Their plan designs give your members more choice, which gives your members more ways to get on, stay on, and manage their meds.

这有助于您的企业控制成本，因为更健康的会员对企业更有利。请访问cmk.co/access了解更多关于帮助会员坚持用药的信息。网址是cmk.c0/access。

And that helps your business control your costs because healthier members are better for business. Go to cmk.co/access to learn more about helping your members stay adherent. That's cmk.c0/access.

作为创始人，您正快速迈向产品市场契合、下一轮融资或首笔大企业交易。但随着AI加速初创公司的构建和交付速度，安全期望也来得更快，且这些期望比以往任何时候都更高。正确处理安全和合规可以解锁增长，但如果等待太久则可能阻碍发展。Vanta是一个信任管理平台，帮助企业自动化超过35个框架的安全与合规，如SOC2、ISO27001、HIPAA等。凭借为快速发展的团队打造的深度集成和自动化工作流，Vanta让您快速做好审计准备，并在您的模型、基础设施和客户演进过程中通过持续监控保持安全。

As a founder, you're moving fast towards product market fit, your next round, or your first big enterprise deal. But with AI accelerating how quickly startups build and ship, security expectations are also coming in faster, and those expectations are higher than ever. Getting security and compliance right can unlock growth or stall it if you wait too long. Vanta is a trust management platform that helps businesses automate security and compliance across more than 35 frameworks like SOC two, ISO twenty seven zero zero one, HIPAA, and more. With deep integrations and automated workflows built for fast moving teams, Vanta gets you audit ready fast and keeps you secure with continuous monitoring as your models, infrastructure, and customers evolve.

这就是为什么像Langcheng、Ryder和Cursor这样快速成长的初创公司都信任Vanta，从一开始就构建可扩展的合规基础。立即访问vanta.com/vox，通过Vanta for Startups计划节省1000美元，并加入已有10000多家雄心勃勃的公司，与Vanta共同扩展。限时优惠，访问vanta.com/vox即可节省1000美元。

That's why fast growing startups like Langcheng, Ryder, and Cursor have all trusted Vanta to build a scalable compliance foundation from the start. Go to vanta.com/vox to save $1,000 today through Vanta for Startups program and join over 10,000 ambitious companies already scaling with Vanta. That's vanta.com/vox to save $1,000 for a limited time.

我们回来了。因为这非常复杂，我想向听众解释这个营利性子公司是如何运作的。我们应该先解释他们最初创建它的原因：他们需要一种筹集资金的方式，而通过非营利组织无法可行地实现。他们需要为计算筹集数十亿美元，但有上限。大致是100倍的上限，以与非营利使命保持一致，投资者可以在其投资中获利。

And we're back. Because this is just very complex, I wanna explain to the listener how this for profit subsidiary works. So we should explain why they created this in the first place which is that they needed a way to raise money and they couldn't do it feasibly through the nonprofit. They needed to raise billions of dollars for compute but they have caps. It's like a 100 x roughly cap to align with the nonprofit mission that an investor can make in its investment.

OpenAI的网站曾经写道：所有投资者都应将其视为捐赠。我们甚至没有法律义务像普通营利性公司那样确保或为您的投资回报而努力。但他们这样做了，所以有这个上限。他们想取消上限，让更多投资者投入数十亿美元，最终他们可以IPO， potentially获得无限上行空间。为此，他们一直试图摆脱非营利结构。过去几个月发生的事，我们一直在讨论，基本上是他们意识到无法做到这一点，我认为来自你们联盟的反对太强烈了。

And the website for OpenAI used to say like, all investors should treat this as a donation. We're not even legally obligated like a normal for profit company to ensure or work in our best interest to make a return on your investment. But they did that and so there's this cap. They want to remove the cap so that more investors can come in, put billions more in and then eventually they can IPO with a potentially unlimited upside as well and to do that they've been trying to get rid of the nonprofit. And what happened in the last couple months which we've been talking about is that basically they realized they couldn't do that, that there was too much opposition I think from your coalition.

他们成立了自己的委员会来调查此事，而他们自己的委员会表示这个非营利组织需要保持控制权，即OpenAI。所以我认为这就是为什么他们决定保留非营利架构的原因——他们意识到完全废除它没有法律途径可行。但凯瑟琳，我也有和你一样的疑问。我真的不明白他们怎么能两全其美。当一个非营利董事会只是坐在一旁，拥有通过这次转换获得的一堆股份时，它怎么还能被称为'控制'呢？

They created their own commission to look into this and their own commission said that the nonprofit needed to stay in control, OpenAI. So that's why they I think decided to keep the nonprofit in play is they realized there was gonna be no legal path forward to fully getting rid of it. But yeah, I also have the questions you have, Katherine. I don't really understand how they can have it both ways. How can you have a nonprofit board still in quote unquote control when it really is just sitting over to the side with a bunch of shares that it got from this conversion?

需要澄清的是，他们那个提出独立治理建议的非营利委员会是在报告发布之后、在他们做出这个决定之后才成立的。所以就事件顺序而言，说他们不能转型是不准确的。他们完全可以从非营利转为营利性，而且是有先例的。我们向总检察长提出的建议实际上是基于90年代医疗公司从非营利转为营利性的先例。当这些公司转型时，它们与总检察长协商留下了一定比例的资产。

Just to be clear, their commission, the nonprofit commission that made the recommendation around independent governance happened after that report came out after they they made this decision. So in terms of the sequence of events, and I would say it's not accurate to say that they can't transition. They can absolutely transition to a for profit and there is precedent. The proposal that we're making to the AG is actually built on the precedent of the healthcare companies in the nineties that transitioned from nonprofits to for profits. And when they made that transition, they negotiated with the AG to leave a certain amount of their assets behind.

这些公司后来都成为了非常成功的营利性医疗企业，并在加州捐赠成立了几个基金会——加州健康基金会、加州捐赠基金和加州医疗基金会（我认为是这个名字）——这些基金会如今维护着原有使命，并分配这些收益来支持加州居民的健康。所以，他们完全有可能依法分拆并开展营利业务，这本来就是他们走的道路。问题在于，为什么他们决定放弃这条道路，转而试图维持这种——如他们所说——非营利所有权结构，而正如我们讨论过的，这种结构长期来看是不可行的。你无法调和非营利机构与股东的利益诉求。

They have now gone on to be very successful for profit healthcare companies and they endowed a couple of foundations in California, the California Wellness Foundation, the California Endowment, and I think the California Healthcare Foundation that now maintain the mission and distribute those benefits to support the health of Californians. And so, it's perfectly possible there is legal precedent for them to spin off and go about their for profit business. And that's the path they were on. The question is, why did they decide to forego that path and try to now, as they are saying, maintain this nonprofit ownership structure, which as we've discussed, isn't viable in the long term. You cannot reconcile the nonprofit and the shareholders' imperatives.

这就是他们尚未回答的问题。他们显然也没有与微软达成协议。微软在他们宣布实际上将保持非营利地位之前并不知道这件事。这非常可疑：他们本来正走在一条非常明确合法的道路上，然后突然决定不这么做了，反而给自己制造了更大的麻烦，还试图声称这个非营利机构对营利实体拥有某种有意义的控制权。

So, that's the question they haven't answered. They also apparently have not worked out a deal with Microsoft. Microsoft did not know about this before they made the announcement that in fact they were going to maintain their nonprofit status. It is very fishy that they were on a path to doing what was very clearly the legal thing to do. And then all of a sudden, they decided not to do that and have created what I think is a bigger mess for themselves and trying to like say that this nonprofit has some meaningful control over the for profit.

所以，在他们回答这个问题之前，我认为人们有理由对正在发生的事情保持怀疑。

So, you know, until they answer that question, I think it's right for people to be suspicious of what's going on here.

为了让人们理解你关于微软的说法：微软显然是OpenAI的最大股东。这次非营利转换本质上是在重新分蛋糕。所有投资者都意识到蛋糕的分配即将改变，因为OpenAI为了完成他们想要进行的转换（虽然不是最初想要的那种，但仍然会将他们转变成一个无上限的商业实体），将不得不把营利性子公司中至少相当大一部分股权价值（具体规模待定）留给非营利机构。这让微软开始质疑：等等。

And just so people understand what you're saying about Microsoft. Microsoft is obviously OpenEye's largest shareholder. What's essentially happening with this nonprofit conversion is the dividing of the pie. All the investors are realizing that the division of the pie is about to change because OpenAI is about to have to leave behind at least some significant chunk TBD on what size of the chunk of the equity value in the for profit subsidiary, they have to leave it behind with the nonprofit to complete this conversion that they wanna do, which is not the original one they wanted to do, but it's still gonna convert them into a uncapped commercial entity. And now that leaves Microsoft going, wait.

我们能分到多少？我们需要稀释多少股份？其他投资者需要稀释多少？如果OpenAI正在赚取数十亿美元的利润，我觉得这个故事可能不会这么有趣。在我看来，这个故事如此有趣的原因是，OpenAI正在科技行业进行一场高风险的闪电战，筹集数十亿美元并立即将这些资金重新投入更多训练、更多算力、雇佣更多研究人员——他们并不盈利，而且实际上也不打算在短期内盈利。

Well, how much are we gonna get? How much do we have to dilute ourselves? How much do other investors have to dilute themselves? And if OpenAI were making billions of dollars in profit, I'm actually not sure this would be such an interesting story. The reason to me this is so interesting is because OpenAI is doing a very high wire blitzkrieg run on the tech industry and raising billions of dollars and immediately pouring those billions of dollars back into more training, more compute, hiring more researchers, they're not profitable and they actually don't plan to be profitable anytime soon.

因此，任何重大的财务挫折，比如突然需要支付巨额资金或留下大量股权，都可能真正让他们栽跟头，我认为人们还没有充分认识到这一点，尤其是考虑到OpenAI看起来如此强势和不可撼动，规模如此庞大，但在财务上并不盈利。所以这一切都非常重要，因为他们不可能轻易拿出几十亿美元打发加州政府。你们同意这个观点吗？

So any kind of major financial hiccup on the way where all of a sudden they have to pay a ton of money or leave a bunch of equity behind could actually make them stumble in a way that I don't think people fully appreciate just considering open eyes seems so ascendant and so untouchable and and it is huge, but financially, it's not profitable. And so all of this really matters because it's not like they can just afford to pay off the state of California billions of dollars. Do you all agree with that?

我同意。对于OpenAI来说，成为非营利组织是他们的决定，是萨姆·奥尔特曼愿景的一部分。我确实认为这给他们带来了问题。

I do agree. And I yeah. For OpenAI, it was their decision to be a nonprofit. It was part of Sam Altman's vision. And I do think that it has created problems for them.

这是他们自己造成的。他们是非营利组织，我们有责任确保他们作为非营利组织行事。但我确实认为他们有一个独特的结构，他们只想继续前进，击败竞争对手。由于他们曾经的承诺和宣言，他们的处境确实与众不同。

That's their making. They're nonprofit. It's up to us to ensure they act as nonprofit. But I do think that they have a unique structure that they wanna just go on and race ahead and beat the competition. It's different for them because of the things that they've said and the things that they've committed to.

那么大家希望接下来看到什么进展？我们已经讨论了治理问题。董事会控制权听起来是关键部分。他们还没有承诺为非营利组织留下多少股权。显然，这一点很重要。

So what do you guys want to see happen next? We've talked about governance. The board control sounds like a key piece. They still haven't committed to the size of the equity that they're gonna leave behind for the nonprofit. Obviously, that matters.

是的。我们正在等待司法部长的消息。我们持续与司法部长会面，了解他们目前的进展。他们透露的信息很少，但我们必须看到我们就治理部分提出的具体方案，对吧？

Yeah. We're waiting for the attorney general. We're continuing to meet with the attorney general to see where they're going up to now. They say very little, But we do have to see more specifics around the governance piece that we've raised. Right?

他们将如何消除所有利益冲突？是否会制定强有力的举报人保护法，确保公司真正以使命为导向而非利润驱动？另一方面，我们希望确保存在一个独立实体，能够摆脱利益冲突，自由追求使命，获得公平估值，并可以像凯瑟琳之前提到的基金会那样设立，比如加州捐赠基金、健康基金会等。但目前我们等待的最大信号来自司法部长。他们必须完成调查，并向公众展示这些具体细节。

How how are they gonna remove all the conflicts of interest? Are they gonna put together strong whistleblower laws to ensure that the company truly is mission driven and not for profit driven? And then on the other end, we want to ensure that there's an independent entity that is free from the conflict, free to pursue the mission, that is fairly valued and can be set up similar to the previous foundations that Katherine mentioned, the California Endowment, wellness. But the biggest signal that we're waiting for now is from the AG. They have to complete their investigation, and they have to put together they have to show these specifics to the public.

如果他们进行闭门交易，我认为这将是对本州非营利组织诚信的巨大打击。因此，我们坚信司法部长会做正确的事，保持透明，向我们展示调查结果，并保护加州的非营利组织诚信。

If they and this is a deal behind closed doors. I think it would just be a huge setback for nonprofit integrity in the state. And so we truly believe that the AG will do the right thing, be transparent, show us what the investigation yield, and protect nonprofit integrity in California.

我们讨论了很多关于这方面的商业和行业问题。这是一个非常复杂深奥的话题，科技和AI领域的人显然会感兴趣。但我想从你们两位这里了解的是，普通人应该关心这个话题的什么？你们谈论的是非营利组织在这个国家如何运作的诚信问题，这显然很重要。但如果你只是一个普通人，可能使用ChatGPT也可能不用，为什么这件事重要？

We've been talking a lot about the business of this, the industry stuff. It's a very heady complex topic that people in tech and AI will obviously find interesting. But I think what I'm still trying to understand I think from the both of you is what is it that everyday people should care about on this topic? You're talking about the integrity of like how nonprofits work in this country, obviously that matters. But if you're just an everyday person who maybe uses ChatGPT or doesn't, why does this matter?

这难道不只是更多的企业戏剧吗？

Isn't this just more just corporate drama?

虽然我们是在讨论一家公司及其治理结构，但这对整个AI行业都有深远影响。OpenAI最初将自己设立为一个非营利组织，旨在为这项技术设定行业标准，当时甚至还没有形成行业。当他们发布ChatGPT后，他们就成了行业中的另一个参与者——我并不责怪他们这一点，因为他们必须与Anthropic、谷歌、Meta以及其他模型构建者竞争。这意味着他们的非营利组织受到了束缚，无法真正推进其使命，因为它与这个行业参与者的命运紧密相连。

This is a conversation we're having about one company and its governance structure, but it is ramifications for the entire AI industry. And OpenAI kind of set itself up as a nonprofit that was going to set an industry wide standard for this technology, before there was an industry. When they released ChatGPT, they became just another player in that industry and I don't blame them for this, like they have to compete with Anthropic and Google and Meta and all the other model builders. And that means that their nonprofit is hamstrung. It can't really do the work of advancing its mission because it is so tied to the fate of this one player in the industry.

如果司法部长按照我们的要求行事，出现一个或多个分拆组织，控制大量资产以确保AGI造福全人类，那么他们将能够开展跨行业的工作。这不仅关乎OpenAI，更是要确保整个行业对公众负责。它可以资助倡导活动，资助公共计算选项，资助在大学而非仅由股东拥有的私人实验室进行的研究。

What would be possible if the AG did what we're asking him to do and and there was a spinout organization or set of organizations that had control of a significant amount of assets to ensure that that AGI was benefiting all of humanity is they could do work that would cross the industry. It wouldn't just be about open AI, it would be about making sure that the entire industry was responsive to the public. It could fund advocacy. It could fund public option for compute. It could fund research that would happen at universities and not in private labs that are only owned by shareholders.

它可以资助劳动力培训，资助教育，资助所有这些目前政府无力资助的项目，这将使公众受益，更好地利用这项新技术。希望这能确保AI被用作造福人类的工具，由我们使用而非施加于我们。这将影响所有在这个领域运营的公司，而不仅仅局限于OpenAI。

It could fund workforce training. It could fund education. It could fund all of these things that currently the state is just not in a position to fund, and that would benefit everybody, the public, to take advantage of this new technology. And hopefully, that would ensure that AI was being used as a benefit and being used by us and not on us. And that would affect all of the companies who are operating this space, not just apply to OpenAI in a vacuum.

人们关注这件事是因为他们知道AI将对社会产生巨大影响。OpenAI的走向可能会引领整个行业。我们应该确保公众真正从中受益，如果社区失去了这个利益，那将是一种遗憾。

People are watching this because they know that AI is going to have huge ramifications on society. And where OpenAI goes, that the industry could follow. We should make sure that the benefit to to the public truly comes out forward on this, and it's would be a shame if we lost the benefit to the community on this.

我要感谢凯瑟琳和奥森抽出时间与我交谈，也感谢各位的收听。如果您想告诉我们您对这期节目的看法，或者希望我们报道其他内容，请给我们留言。您可以发送邮件至decoder@theverge.com。团队确实会阅读每一封邮件。邮件。

I'd like to thank Catherine and Orson for taking the time to speak with me, and thank you for tuning in. If you'd like to let us know what you thought about this show or what else you'd like us to cover, drop us a line. You can email us at decoder@theverge.com. The team really does read every email. Email.

我们还有TikTok和Instagram账号。请在decoder pod查看这些平台。如果您喜欢《解码器》，请分享给您的朋友，并在您获取播客的任何地方订阅。《解码器》是The Verge出品，属于Vox Media播客网络的一部分。我们的制片人是凯特·考克斯和尼克·斯塔特。

Also have a TikTok and an Instagram. Check those out at decoder pod. And if you like decoder, please share it with your friends and subscribe wherever you get your podcasts. Decoder is a production of the verge and is part of the Vox Media Podcast Network. Our producers are Kate Cox and Nick Statt.

我们的编辑是厄莎·赖特。《解码器》的音乐由Breakmaster Cylinder制作。下次见。

Our editor is Ursa Wright. The Decoder music is by Breakmaster Cylinder. See you next time.

Adobe Acrobat Studio。全新登场。向我展示PDF的所有功能。轻松快捷地完成您的工作。PDF空间就是您所需的一切。

Adobe Acrobat Studio. So brand new. Show me all the things PDFs can do. Do your work with ease and speed. PDF Spaces is all you need.

借助AI助手的关键洞察，瞬间完成数小时的研究。一键选择模板。现在您的演示文稿看起来超级流畅。达成那笔交易？是的。

Do hours of research in an instant with key insights from an AI assistant. Pick a template with a click. Now your prezo looks super slick. Close that deal? Yeah.

您赢了。

You won.

做那个。正在做那个。做了那个。完成。现在您可以做那个。

Do that. Doing that. Did that. Done. Now you can do that.

用Acrobat做那个。现在您可以做那个。用全新的Acrobat做那个。

Do that with Acrobat. Now you can do that. Do that with the all new Acrobat.

是时候展现您的最佳工作了

It's time to do your best work

借助全新的Adobe Acrobat Studio。

with the all new Adobe Acrobat Studio.

通过LPL金融，我们提供推动您前行的服务。当涉及您的财务、事业和未来时，唯一的问题应该是：如果您能做到呢？

With LPL Financial, we provide the services to help push you forward. When it comes to your finances, your business, your future, the only question should be, what if you could?

付费广告。安娜·肯德里克并非LPL金融有限责任公司的客户，并获得推广LPL的报酬。投资涉及风险，包括潜在本金损失。LPL金融有限责任公司是Finrush和IPC的成员。

Paid advertisement. Anna Kendrick is not a client of LPL Financial LLC and receives compensation to promote LPL. Investing involves risk, including potential principal LPL Financial LLC member Finrush, IPC.

Adobe Acrobat Studio。全新登场。向我展示PDF的所有潜能。轻松快捷地完成您的工作。PDF空间就是您所需的一切。

Adobe Acrobat Studio. So brand new. Show me all the things PDFs can do. Do your work with ease and speed. PDF Spaces is all you need.

借助AI助手的关键洞察，瞬间完成数小时的研究。一键获取模板。现在您的演示文稿看起来超级炫酷。达成交易？是的。

Do hours of research in an instant with key insights from an AI assistant. Took a template with a click. Now your prezo looks super slick. Close that deal? Yeah.

您赢了。

You won.

做那件事。正在做。已经做了。完成了。现在您也能做到。

Do that. Doing that. Did that. Done. Now you can do that.

用Acrobat来实现。现在您也能做到。用全新的Acrobat来实现。

Do that with Acrobat. Now you can do that. Do that with the all new Acrobat.

是时候展现您的

It's time to do your

最佳工作成果了，用全新的Adobe Acrobat Studio。

best work with the all new Adobe Acrobat Studio.