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Attorney General Bonta Issues Statement on OpenAI’s Recapitalization Plan | State of California - Department of Justice - Office of the Attorney General

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oag.ca.gov·oag.ca.gov/news/press-releases/attorney-general-bonta-iss...

California AG's statement on OpenAI's transition from nonprofit to for-profit structure, securing concessions on charitable asset protection and safety commitments — relevant to AI governance and oversight of major AI labs.

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Importance: 55/100press releasenews

Summary

California Attorney General Rob Bonta announced that after an 18-month investigation into OpenAI's restructuring and recapitalization plans, his office secured key concessions including protection of charitable assets, prioritization of safety, and OpenAI's commitment to remain in California. As a result, the AG's office will not oppose OpenAI's recapitalization in court. A memorandum of understanding between the California DOJ and OpenAI was established.

Key Points

  • •CA AG conducted an 18-month investigation into OpenAI's restructuring and revised recapitalization plan.
  • •Secured concessions: charitable assets protected for intended purpose, safety prioritized, OpenAI stays in California.
  • •AG's office will not oppose OpenAI's recapitalization plan in court given these concessions.
  • •A formal memorandum of understanding (MOU) between California DOJ and OpenAI was signed.
  • •AG committed to ongoing monitoring of OpenAI's adherence to its charitable mission and safety obligations.

5 FactBase facts citing this source

EntityPropertyValueAs Of
OpenAI FoundationNotable ForOpenAI must remain headquartered in California per AG condition—
OpenAI FoundationNotable ForNon-independent directors (including Sam Altman) barred from PBC Audit & Risk, Compensation, and Nominating & Governance committees per California AG conditions.—
OpenAI FoundationHeadquartersSan Francisco, CA—
OpenAI Foundationkey-eventCalifornia and Delaware AGs issue conditions of non-objection for restructuringOct 2025
OpenAI Foundationkey-eventCalifornia AG investigation into OpenAI restructuring (ongoing since ~mid-2024, concluded Oct 2025)Jun 2024

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 Attorney General Bonta Issues Statement on OpenAI’s Recapitalization Plan


 Press Release 

 Attorney General Bonta Issues Statement on OpenAI’s Recapi…

 
 
 

 
 
 

 
 

 
 
 

 
 Tuesday, October 28, 2025 Contact: (916) 210-6000, agpressoffice@doj.ca.gov OAKLAND  — California Attorney General Rob Bonta today released the following statement on OpenAI’s recapitalization plan:

 “Over the last year and a half, my office has conducted a robust investigation into OpenAI’s initial plan to restructure, followed by its revised plan to recapitalize. This included extensive negotiations with OpenAI, and we secured concessions that ensure charitable assets are used for their intended purpose, safety will be prioritized, as well as a commitment that OpenAI will remain right here in California. With these important concessions in place, we will not be in court opposing OpenAI’s recapitalization plan. And now, we look to the future. California companies can grow and thrive AND protect our people at the same time. As the Attorney General, my top priority is, and will always be, protecting our kids. We will be keeping a close eye on OpenAI to ensure ongoing adherence to its charitable mission and the protection of the safety of all Californians.”

 A copy of the memorandum of understanding between the California Department of Justice and OpenAI can be found here . 

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