![handle is hein.journals/cablj6 and id is 1 raw text is:
CORPORATE AND BUSINESS LAW JOURNAL
BALANCING MISSION AND MARKET: OPENAI'S STRUGGLE
WITH PROFIT VS. PURPOSE
Cheng-chi (Kirin) Chang* & Yilin (Jenny) Lu f
ABSTRACT
This article examines OpenAI's unique organizational structure, which
juxtaposes its non-profit mission with for-profit business practices, and the legal
and ethical implications arising from this hybrid model. Initially established
under Section 501(c)(3) of the Internal Revenue Code to advance artificial
general intelligence (AGI) for the collective benefit of humanity, OpenAI has
increasingly integrated commercial interests, leading to the creation of a for-
profit subsidiary, OpenAI LP. This evolution has sparked scrutiny regarding the
alignment of OpenAI's activities with its original charitable objectives.
The article is structured in three parts. Part I outlines the legal framework
governing 501(c)(3) organizations, emphasizing the conditions under which they
may establish for-profit subsidiaries while maintaining tax-exempt status. Part II
explores the shifts in OpenAI's mission statements, the consolidation of CEO
Sam Altman's influence, and the deepening relationship with Microsoft, which
' We extend our deepest gratitude to Professor David A. Brennen, Nanfeng Li, Shijie
Xu, Laura Chiu, Rachel Cohen, Edison Li, Lily Qin, Jojo Xing, and Yizhang Shen for
their invaluable insights, support, and encouragement throughout the development of
this article. Their contributions have greatly enhanced our work. We are also sincerely
thankful to Kiara Sims, Marisa A. Ganzman, Andrew Ellingsen, and the other editors of
the Corporate and Business Law Journal at Arizona State University for their tireless
efforts and expertise in editing and preparing this article for publication. Any errors or
oversights are our sole responsibility. The views expressed herein are our own and do
not represent those of any affiliated institutions.
* Cheng-chi Kirin Chang (KIE1) is the Associate Director & Academic Fellow
of the Al and the Future of Work Program at Emory University School of Law. His areas
of focus include Law and Technology, Privacy, Intellectual Property, Cybersecurity,
International Law, Al and Law, Contracts, Corporations, Corporate Social
Responsibility, and emerging technologies.
t Yilin Jenny Lu is a Florida-based attorney specializing in commercial litigation,
with a focus on contract disputes and data privacy matters. She earned her Juris Doctor
from the University of Florida Levin College of Law and gained practical experience
interning at Florida's circuit and appellate courts, as well as at the law school's tax clinic.
Before beginning her legal career, Ms. Lu worked as an analyst at an international
financial institution in Shanghai, China, where she specialized in credit risk analysis for
large state-owned and private corporations.
2025]
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