this post was submitted on 22 Nov 2023
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OpenAI announcement:

"We have reached an agreement in principle for Sam to return to OpenAI as CEO with a new initial board of Bret Taylor (Chair), Larry Summers, and Adam D'Angelo.

We are collaborating to figure out the details. Thank you so much for your patience through this."

https://twitter.com/OpenAI/status/1727205556136579362

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[–] OpenAIOfThrones@alien.top 1 points 11 months ago (2 children)

TL;DR: Helen took on Sam in the game of thrones and won.

For anyone who is still confused about what happened, I think I have it roughly figured out at this point. I don't have any inside information, but I have been following things fairly closely and have met all 6 people on the original board except Adam, so have some insight into their characters and motivations. It would have taken too long to flesh this all out with citations, but I will flag one important source that explains the background situation: https://archive.li/Pbhpp . I'm sure there are many embellishments here I've gotten wrong, but I wanted to write this quickly.

  • OpenAI's board had been at a stalemate for months; after the departure of Reid, Shivon and Will for various reasons, the board is split down the middle, with Sam and Greg on one side wanting to consolidate their power over the company, and Helen and Tasha on the other trying to maintain more independent oversight. Ilya tends to side with Sam and Greg, and Adam with Helen and Tasha; they simply can't agree on any new board members.

  • Helen puts out her "Decoding Intentions" paper, which contains criticism of OpenAI. Of course Sam doesn't care about this; it's an obscure publication and probably no one will notice or care. But he sees it as an opportunity to go after Helen. He convenes the board without Helen in an attempt to oust her; he just needs Greg and Ilya to side with him to succeed. But he misreads Ilya. Ilya, you have to remember, is a researcher who follows his conscience, not a ruthless executive like everyone else. He sees that what Sam is doing is unacceptable and does not agree to the plan to oust Helen.

  • With the failed coup against Helen, she sees her opportunity: Ilya has seen Sam's dark side. She now has 4 board members on her side. But Ilya is easily swayed; she might not have long. So she strikes quickly. The 4 board members agree to fire Sam as CEO and oust Sam and Greg from the board. This is legitimate: after all, Sam tried to oust Helen on false pretenses, and had been manipulative in various other ways throughout the stalemate. They know that chaos is going to ensue, but they will have negotiating leverage, and it's their only chance. So they go for it.

  • They have to strike hard and fast. If they start forewarning Microsoft and Mira and who knows who else, they will have a chance to persuade Ilya to change his mind. So they give Mira 1 night's notice and fire Sam and Greg over the course of 30 minutes.

  • As expected, chaos ensues. Sam and Greg have now lost their formal power, so their only way back in is to leverage their relationships. Greg quits and attacks the board on Twitter. Sam and Greg talk to the exec team, who haven't been privy to what's been going on on the board. They work with the exec team every day, so of course they will listen to them.

  • Meanwhile Ilya is being pestered to explain what is going on. But the board doesn't want to spill the beans: it could potentially damage Sam's credibility and get people on their side, but (a) it's a risky strategy, since they don't have a ton of evidence, so it would still be a he-said-she-said situation, (b) it could open them up to lawsuits, and (c) it's not really in their interests to ruin Sam and Greg: ultimately, they want things to go back to the way they were, but with more reasonable oversight. The board's unrevealed knowledge is also a useful piece of leverage they could use to prevent Sam and Greg trying to smear them. So they tell Ilya to be careful what he says.

  • Sam and Greg of course know how to play hardball. They are talking to the exec team and asking them to get the employees on side. They are talking to Microsoft, who have the money and the IP agreements. Satya is on their side; the only people from OpenAI he has ever spoke to are on the exec team, and they are all on Sam's side. They figure out the details of a potential deal. It needs to look as attractive to OpenAI employees as possible.

  • Meanwhile, with Mira in open revolt, the remaining board need a new CEO ASAP: they need a credible path forward for the company to improve their negotiating position. But they are being thrown deadlines by which they need to resign. They stall by saying that in principle they would agree to resign. Eventually, they just stop returning the exec team's calls. They call the 5p.m. deadline bluff and instate Emmett as CEO shortly afterwards.

  • The employees, of course, are terrified. They don't want to lose their jobs. Many of them have millions of dollars of equity at stake. This is something Sam and Greg can use to their advantage. They agree to start a new team at Microsoft. This of course makes the employees' situation much worse than if Sam and Greg just went off into the sunset (not that anyone would ever expect them to do that): the company would be torn apart, potentially wiping out the employees' equity. But it's easy for Sam and Greg to play the victim, since they are the once who have been ousted. The employees' only choice is to try to stick together, either at OpenAI or at Microsoft. And with no info from the board and the exec team making it very clear which way they want the wind to blow, they take the Microsoft option.

  • Ilya is under immense pressure from his close friends and coworkers; he didn't see all this coming. But Helen, Tasha and Adam don't need him now, they have their majority without him. He was always a pawn in this game of thrones. They let him go back to the other side.

  • The Microsoft outcome is of course undesirable for both factions. Not everyone will want to work there, so teams will be decimated. Sam and Greg will lose their independence. The carefully-designed hybrid non-profit structure will be for nothing. Helen and Tasha don't want that either -- they really do think that OpenAI is a force for good and benefits from its independence from Microsoft. BUT: both sides have to make it seem like they will be willing to go for this BATNA (Best Alternative To a Negotiated Agreement). So Sam and Greg get Satya to make as many guarantees as he can about how this will all be fine for OpenAI employees. And Helen and Tasha stick to their guns and say they would be fine tearing the company apart, after all, their duty is to the non-profit mission. But again, no one really wants to hand over the keys to Satya, so negotiations continue.

  • From this point it's a matter of sheer will. Sam wants to be CEO and on the board. Helen wants the board to be properly independent. She knows that she and Tasha will never be able to work with Sam and Greg again; that was inevitable as soon as they pulled the trigger. But she is fine giving up that power as long as Sam can be reigned in. Ultimately, Sam is in the weaker position, since he has more to lose. He really doesn't want to end up under Satya, whereas Helen seems like she might just burn it all to the ground if she has to. She gets the outcome she wants: Sam and Greg gone from the board; Adam remains, who has experience of Sam and Greg's shenanigans; and two mutually agreeable independent board members are added. From there they will be able to rebuild a healthy, functioning board again. Who knows, maybe Sam will be readded one day -- but only once there's been an investigation and he's not in danger of taking complete control of the board again.

(Note: I tried to make this as a top-level post in /r/OpenAI, but it's still awaiting mod approval as I am using a throwaway: https://www.reddit.com/r/OpenAI/comments/1815edu/the_openai_saga_explained/)

[–] dabluck@alien.top 1 points 11 months ago

can someone tell me the linked article, the archive link is not working for me

[–] OpenAIOfThrones@alien.top 1 points 11 months ago

After reading more and reflecting over the past week or so, I think the most obvious mistakes in my original narrative are:
- Sam probably didn't convene the board to oust Helen, since he wouldn't have wanted things to be so overt. Instead, his side could have at any time leaked Helen's report to the press, manufacturing a crisis leading to Helen's dismissal. This explains the time pressure that Helen, Tasha and Adam were under. For more on this, I recommend Gwern's commentary ([1](https://www.lesswrong.com/posts/KXHMCH7wCxrvKsJyn/openai-facts-from-a-weekend?commentId=E7rEuPdmsSKSYWnPz), [2](https://www.lesswrong.com/posts/KXHMCH7wCxrvKsJyn/openai-facts-from-a-weekend?commentId=3cj6qhSRt4HoBLpC7), [3](https://www.lesswrong.com/posts/ANStTHjj6it8ysaRJ/why-did-openai-employees-sign?commentId=K2KTqZBHNN6a582yp)).
- As Gwern explains, Ilya was in a Slack channel with Sam where there was discussion of getting rid of Helen because of her EA connections, and he also witnessed (perhaps via Helen) Sam's attempt to oust Helen on completely different pretenses. So the situation was probably very transparent to Ilya (maybe Sam didn't even realize he was in the Slack channel? that would have been quite the error), which helps explain why he was so steadfast in his initial explanations to employees. This also suggests that the board did in fact have pretty hard evidence against Sam, but not evidence that they could share without fear of repercussions for sharing private conversations.
- My original narrative paints Helen, Tasha and Adam as having planned everything out in advance, whereas in practice I am sure there were responding to a rapidly-evolving situation like everyone else. I think it's possible that they did ultimately want Sam gone as CEO, not just gone from the board. That being said, they must have expected Sam to fight back, and if they did want Sam completely gone then they must have known that they might have to settle for less. Regardless, "Helen, Tasha and Adam won" is perhaps not the best summary.

- Nevertheless, I still think it's reasonable to entertain the possibility that they did ultimately want to keep Sam as CEO. "Why would the not just remove Sam and Greg from the board, without firing Sam as CEO?" you might ask. But what would have happened if they did that? Sam would still have fought back, painted the situation as unreasonable, perhaps even leaked Helen's report to the press, and he would surely have ended up with concessions. People would have said "why didn't you fire him as CEO if what he did was so bad?". I think Helen, Tasha and Adam knew that Sam had all the soft power; their only realistic way to fight back was to make the best use of their hard power that they could, by firing Sam and putting him in a tougher negotiating position. They ultimately reinstated him as CEO, but in doing so they got concessions from Sam that prevented him from further resisting his lost board seat.
- Everything is not over yet: the board managed to get Sam to agree to an internal investigation over his actions, so he might still face further repercussions for them, possibly even up to being removed as CEO again. Of course, if this happens, all the drama will behind closed doors, since the new, independent board won't be under the same imminent pressure to act. "Why wouldn't Sam just go to Microsoft again?" you might ask. But if the board is able to present its hard evidence to the exec team, it might be able to persuade them. With them on board, I think the employee situation looks very different, and far fewer people threaten leave for Microsoft. Of course, this would all just be a hypothetical entertained in private negotiations. And after everything is said and done, my guess is that Sam will still have enough people on his side, and enough other negotiating leverage, to avoid losing his position again. Whatever goes down, if there are any externally-facing changes, these will surely be presented to the public as a "done deal", with enough concessions to Sam that he still comes out looking like he was happy about everything.
- There's a lot of speculation that this had anything to do with Q*. I really think that's very unlikely. OpenAI makes internal breakthroughs all the time, and likes to hype them up. Don't get me wrong, I'm sure Q* is a great piece of research, but these sorts of breakthroughs are always incremental. Ilya would have been aware of the research the whole time and would have if anything been supporting it.