Completely wrong. Not remotely close to true.

Imagine if someone not representing ownership directly could just put clauses that alter the ownership and alter shareholder agreements.

Employment letters, with equity grants, are practically never signed by anyone on the board, and for companies of any size, practically never signed by the CEO. There are a bunch of people who can bind a company legally, and it's one of the things they figure as part of their governing docs, board process etc.

Parent and those quotes from the article aren't talking about employment letters. They're talking about incorporation/equity documents.

That's not what I said.

The text in the letter must be approved.

> The text in the letter must be approved

Employment agreements don't even need to be approved by the CEO, let alone the Board. Delegating this responsibility is fairly common.

That said, Sam chose to sign. The buck stops with him, and he has--once again--been caught in a clear and public lie.

I'm not talking about grant-making case by case, but delegation authorization resolution itself. Delaware General Corporation Law has sections describing how it can be done.

> delegation authorization resolution itself. Delaware General Corporation Law has sections describing how it can be done

How what can be done?

Nothing in Delaware law says the CEO--let alone the Board--has to sign off on every form of employment agreement. That's a classic business judgement.

fwiw, re-reading your initial comment, I think you may have meant to say one thing and have inadvertantly said two things. The comment sounds like you are saying any clause in any contract which has any effect on equity. You might have intended to say any clause in the contracts you then copy/pasted, which deal with process around granting equity.

?

Again, wrong.

It's just not how the world works. It's legally not required, and in practice not done. If the board and CEO had to sit around approving every contract change in every country, my goodness they'd have no time left for anything else.

I wrote: Every legal clause that affects company ownership is accepted by the CEO and the board.

I did not write: Every legal clause is accepted by the CEO and the board.

I read it. It's just not right. Companies have all kinds of processes in place for who can negotiate what and up to what limit and who has to agree if it goes above this or changes that or whatever. There are entire software packages around contract management to route contracts to the right place based on the process the company has in place.

You're right that in general Sam Altman isn't countersigning every OpenAI employee contract.

However, at some point a lawyer sat down and worked with people to write the form-contract, and someone said "you sure? you want them to sign an NDA on exit? with a clause that lets you claw back equity? (implicit: because that's not normal)"

The form-contract is changing frequently at a company going through a lot of corporate changes and with a lot of freakishly talented employees who probably negotiate hard on contracts.

To be clear, he may well have known. But it isn't a given and in the grand scheme of things on a CEO brain, it would have been way down the list of capturing mind share.

Agree 100%, something tells me A) he really didn't know B) it's still scuzzy.

I'm taking a mental note to remember why mom always said to read e v e r y word before you sign.

I should have learned this at a younger age, somehow ended up 50/50 in an LLC I always assumed was going to be 70/30. Cost a lotttt of time and energy, essentially let them hold the company hostage for $60K later, after some really strange accounting problems were discovered. (my heart says they didn't take money, but they were distracted and/or incompetent)

Equity grants are usually signed by the board, although a lot of companies treat this as a meaningless formality and present it as though the document your manager signs is the real one. If you take a look at equity grants you've gotten in offer letters in the past, I bet they have "effective on board approval" in there somewhere.

The public statements would suggest either that Sam Altman is lying or he signs anything that is put in front of him without reading it. I'm inclined to believe that whatever is said is PR (aka BS). In a court of law it is the written and signed contracts that are upheld.