Regardless of the board's failure to make their case, recent news suggests that the SEC is going to investigate whether it is true that Altman acted in the manner you describe, which would be a violation of fiduciary duty.

I agree that it seems like an open & shut case.

Typical SEC timelines mean that this will go public in about 18 months from now.

An anonymous person has already filed an SEC whistleblower complaint about the behavioral pattern of Altman and Nadella, which has SEC Submission Number 17006-030-065-098.

https://pressat.co.uk/releases/ai-community-calls-for-invest...

As the quid pro quo favoritism allegations remain under investigation, it is crucial to note that they are as yet unproven, and both Altman and Nadella are presumed innocent until proven guilty.

https://influencermagazine.uk/2023/11/allegations-of-quid-pr...

11 hours ago, the SEC tweeted the following new rule, which could be interpreted as a declaration that if Altman and Nadella are found guilty in this case, the SEC will block certain asset sales by OpenAI until the conflict of interest is unwound / neutralized:

The Commission has adopted a new rule intended to prevent the sale of asset-backed securities (ABS) that are tainted by material conflicts of interest.

Washington D.C., Nov. 27, 2023 — The Securities and Exchange Commission today adopted Securities Act Rule 192 to implement Section 27B of the Securities Act of 1933, a provision added by Section 621 of the Dodd-Frank Act. The rule is intended to prevent the sale of asset-backed securities (ABS) that are tainted by material conflicts of interest. It prohibits a securitization participant, for a specified period of time, from engaging, directly or indirectly, in any transaction that would involve or result in any material conflict of interest between the securitization participant and an investor in the relevant ABS. Under new Rule 192, such transactions would be “conflicted transactions.”

https://twitter.com/SECGov/status/1729895926297247815

https://www.sec.gov/news/press-release/2023-240

More information:

The Company exists to advance OpenAI, Inc.’s mission of ensuring that safe artificial general intelligence is developed and benefits all of humanity. The Company’s duty to this mission and the principles advanced in the OpenAI, Inc. Charter take precedence over any obligation to generate a profit.

https://stratechery.com/2023/openais-misalignment-and-micros...

Some analysts, including Stratechery writer Ben Thompson, have described the 2019 acceptance of Microsoft’s controversial investment by Altman as the beginning of a troubling pattern of Altman repeatedly making deals with Microsoft which were often unfavorable to OpenAI. ... As Thompson describes it, this pattern of behavior culminated in an unusual intellectual property licensing arrangement which Microsoft’s Investor Relations site describes as a “broad perpetual license to all the OpenAI IP developed through the term of this partnership” “up until AGI” (Artificial General Intelligence). This perpetual license agreement includes the technology for OpenAI’s flagship products GPT-4 and Dall•E 3. https://www.microsoft.com/en-us/Investor/events/FY-2023/AI-Discussion-with-Amy-Hood-EVP-and-CFO-and-Kevin-Scott-EVP-of-AI-and-CTO

https://michigan-post.com/redditors-from-r-wallstreetbets-ca...

U.S. Securities and Exchange Commission – Tips, Complaints, and Referrals – Summary Page - Submitted Externally – PDF excerpt obtained 2023-11-26 via Signal
Submission Number (redacted) was submitted on Wednesday, November 22, 2023 at 12:18:27 AM EST
This PDF was generated on Wednesday, November 22, 2023 at 12:28:38 AM EST
Image above includes ... the heading of a 7-page PDF titled "TCRReport (1).pdf" which was received by this reporter over the weekend via Signal.

https://www.outlookindia.com/business-spotlight/sec-consider...