On May 12, Business Insider reported that Elon Musk’s case against OpenAI is still ongoing. Expert witnesses on Musk’s side said in new court documents,OpenAI quietly changed its articles of incorporation last year to make it more difficult to oust CEO Sam Altman.
Legend: Ultraman (right)
The OpenAI board of directors briefly dismissed Altman in 2023. But according to the latest court documents,For the OpenAI board to remove Altman now, more board members would need to support the move than in 2023.
According to documents released by Musk's lawyers on Sunday, OpenAI changed its governance structure during its transition to a for-profit company in 2025, making it more difficult to remove the CEO.
The documents show that Musk's expert witnesses analyzed OpenAI's articles of association adopted in October last year in November 2025. The results showed that the new articles of association allowed the CEO to remain in office as long as he received the support of at least one-third of the for-profit entity's board of directors.
“Under the new articles of incorporation, firing a CEO now requires the consent of a two-thirds supermajority of the non-employee directors of the PBC (public benefit corporation),” David M. Schizer, a Columbia University law professor who testified last week, said in a summary of the analysis.
Xi Ze stated in the report that under OpenAI’s previous governance structure, the non-profit board of directors only needed the approval of a simple majority (ie more than 50%) to remove the CEO.
In 2023, 4 of the 6 board members of OpenAI agreed to change the CEO on the grounds that Altman was not candid enough in his communication with the board of directors, involving the release of ChatGPT and other matters.
Under the new "absolute majority" structure, Altman only needs the support of two other directors, which is enough for him to continue as CEO.OpenAI currently has eight directors, but only seven have voting rights. Therefore, even if 4 of the 7 voting directors vote to remove him, the threshold required for removal will not be reached. The company's current board of directors includes former Salesforce co-CEO Bret Taylor, Quora CEO Adam D'Angelo, Dr. Sue Desmond-Hellmann, and Altman himself.
As of press time, OpenAI has not commented on this.