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Hello and welcome you are 
listening to Patrick Boyle on 

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Finance, a podcast exploring 
ideas from quantitative finance,

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examining events occurring in 
markets right now and financial 

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history to see what lessons can 
be taken away, including 

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interviews with some of the most
interesting people in the world 

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of finance. 
To learn more about the podcast,

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visit on finance.org. 
Sam Altman, the CEO of Open AI, 

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told the Wall Street Journal 
last year that AI means that a 

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lot of people are going to lose 
their jobs. 

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So he was probably not awfully 
surprised to lose his job as the

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CEO of Open AI last week. 
There was probably no one better

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prepared for such an outcome. 
I imagine that he kept his 

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personal items in a little box 
next to his desk at work so that

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nothing would be accidentally 
left behind in the office when 

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he eventually got the call from 
HR, and that he immediately fled

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to his bunker in New Zealand, 
probably expecting all of the 

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other Silicon Valley CEOs to be 
waiting there to greet him. 

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It turns out that all of the 
drama ad Open AI was a storm in 

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a teapot. 
Yesterday morning, we learned 

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that in a dramatic reversal, 
Altman will be reinstated under 

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the supervision of a new board 
that contains only one member 

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from the prior board and Open 
AI's largest investor. 

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Microsoft is expected to have a 
larger voice in Open AI's 

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governance going forward. 
A lot of the goings on at Open 

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AI relate to its strange 
corporate structure, which 

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relate to how it was initially 
funded. 

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There are lessons that can be 
drawn from the chaos at Open AI 

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that apply to the recent trends 
we've seen towards stakeholder 

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capitalism. 
Open AI was founded in 2015 by a

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group of high profile 
entrepreneurs and researchers. 

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Among them were Sam Altman, Reed
Hoffman, Elon Musk, Peter Thiel,

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Amazon Web Services, and a few 
others. 

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Its stated mission was to 
advance artificial intelligence 

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in a way that would benefit 
society as a whole, 

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unconstrained by a need to 
generate a financial return. 

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They announced that they would 
freely collaborate with other 

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institutions and researchers by 
making their patents and 

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research open to the public. 
The founders pledged over $1 

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billion to the venture, but 
actually only contributed around

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$130 million, the majority of 
which came from Elon Musk. 

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Open AI was able to hire some of
the top researchers in the space

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early on, despite paying a lot 
less than Facebook and Google, 

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partially because researchers 
said that they were excited by 

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the opportunity of working with 
some of the top people in the 

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field and. 
Because they believed in the 

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mission of the company. 
After three years, Elon Musk 

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left his board seat claiming a 
conflict of interest with Teslas

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AI R&D endeavors relating to 
autonomous driving. 

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Insiders say that Musk pitched 
that he should be running the 

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company. 
And when Altman and Open AI's 

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other founders rejected this 
proposal, Musk walked away, 

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reneging on a massive plant 
donation, which left a nonprofit

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with no ability to pay the 
astronomical fees associated 

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with training AI models on 
supercomputers. 

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Unable to balance its research 
goals with its budget 

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constraints, Open AI made the 
announcement of creating Open, a

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ILPA, separate legal entity that
operates as a capped profit 

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corporation in 2019, the profits
being capped at 100 times any 

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investment. 
The company explained this 

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decision saying we need to 
invest billions of dollars in 

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the coming years into large 
scale cloud compute, attracting 

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and retaining talented people, 
and building AI supercomputers. 

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This transition from nonprofit 
to for profit required Open AI 

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to balance its desire to make 
money with its stated commitment

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to ethical AI development. 
They said that the cap on 

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profits was there to prevent 
investors from being enticed to 

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try and grab limitless wealth by
deploying software that could be

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very harmful. 
I'll let you decide whether that

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was a real concern they had or a
good way of marketing and 

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investment in the firm. 
This unconventional structure 

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meant that Open AI had a board 
of directors, which in theory 

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controls the entire corporate 
structure, which includes the 

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charity and the capped profit 
company, but which, unlike other

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boards, is not accountable to 
shareholders. 

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The directors are in fact not 
allowed to own any stock to 

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prevent a conflict of interest 
because they are specifically 

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not supposed to be aligned with 
shareholders. 

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The nonprofit's principal 
beneficiary is humanity, not 

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open AI investors, according to 
their website. 

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Which may mean that they are 
accountable to everyone, 

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including you. 
Or it may mean that they're 

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accountable to no one, the 
company's operating agreement to

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investors says in writing. 
It would be wise to view any 

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investment in Open AI in the 
spirit of a donation, with the 

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understanding that it may be 
difficult to know what role 

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money will play in a post AGI 
world. 

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Documents like this that were 
written by an actual lawyer 

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highlight the problems that 
we're starting to see from the 

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combined popularity of science 
fiction in Silicon Valley and 

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widespread micro dosing of 
hallucinogens. 

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OK, so while the Open AI 
investor documents write about 

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the unknowable role that money 
will play in a post AGI world, 

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we haven't gotten there yet. 
And in the real world, where the

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role of money is reasonably well
defined, Open AI is an 

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unprofitable company and is 
expected to need to raise a lot 

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more money over time from 
investors like Microsoft to keep

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up with the high costs of 
building more. 

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Sophisticated chat bots. 
Despite this lack of 

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profitability, the company is 
valued by investors at $86 

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billion, and Bloomberg reported 
last weekend that some investors

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were considering writing down 
the entire value of their Open 

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AI Holdings 20. $86 billion of 
value evaporated in a weekend, 

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and the reason given by the 
board was that Altman had not 

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been consistently candid with 
them. 

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With billions of dollars in 
jeopardy, some investors started

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exploring legal action. 
But the problem with that is 

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that it's not clear how to sue a
board whose legal duty was to 

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the safety of humanity, not to 
investors. 

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Microsoft may have been willing 
to sign the wacky documents like

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they did and pretend that the 
board, which answers only to 

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humanity, were in charge. 
But because Open AI requires 

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investors to write large checks 
to fund the ongoing losses at 

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the company, Microsoft were 
easily able to exert control, 

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which is what they did. 
They pushed for Altman to be 

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reinstated while also offering 
him a role at Microsoft. 

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Altman quickly confirmed that he
and Greg Brockman, another Co 

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founder who left on Friday, 
would join Microsoft. 

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Open a is key partner. 
Former colleagues would have an 

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open door to follow and join a 
new AI unit, according to 

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Microsoft chief Satya Nadella. 
As much of A win as this might 

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have appeared for Microsoft, 
people were saying that they had

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managed to buy the hottest AI 
firm for zero. 

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This might not have been the 
optimal outcome for them, as 

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they would likely have had to 
deal with antitrust regulators 

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and lawsuits from other Open AI 
investors. 

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Now the board doesn't answer to 
the staff at Open AI either. 

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Other than that, the staff make 
up some of humanity. 

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But the staff do all of the work
while the board attend 

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occasional meetings where they 
worry about the future of 

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humanity. 
Not a lot would be going on at 

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Open AI without employees. 
The majority of Open AI 700 or 

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so employees signed an open 
letter to the board demanding 

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that the board resign and that 
they rehire Altman. 

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The letter stated that the board
had told the employee leadership

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team. 
That allowing the company to be 

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destroyed would be consistent 
with the mission. 

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The employees said that unless 
their demands were met, they 

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would resign from Open AI and 
join the new subsidiary of 

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Microsoft being headed up by 
Altman and Brockman. 

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As a side note to all of this, 
you have to wonder what the 

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employee contracts at Open AI 
look like that the entire staff 

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could leave to work for a major 
investor in the company. 

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Leaving Open AI as an empty 
shell, typically, executives 

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like Altman would have contracts
that prevent them from hiring 

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key staff once they're no longer
at the firm, and staff would 

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have signed Ndas, preventing 
them from taking any technology 

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with them. 
The press are reporting that 

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this mass revolt by open AI 
staff was the primary reason for

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the boards about face. 
So while the board on paper only

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reports to humanity, investors 
and employees won out. 

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The Open AI story is a bit of a 
crazy one, where Microsoft and a

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number of other sophisticated 
investors agreed to put billions

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of dollars in and employees got 
stock grants all at an $86 

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billion valuation without the 
contractual or fiduciary rights 

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that investors might normally 
expect. 

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Open AI is not the only company 
with this type of structure 

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either. 
Anthropic, A rival company 

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started by a group of former 
Open AI employees, has set 

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itself up as a public benefit 
corporation, a legal structure 

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that is meant to insulate it 
from market pressures. 

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The Open AI case highlights a 
trend that we've seen in recent 

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years in favour of unusual 
corporate governance. 

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I wrote about this issue in my 
corporate finance textbook as 

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while there's been a general 
move towards better and better 

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corporate governance over time, 
bad corporate governance has 

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been a growing issue, 
particularly in Silicon Valley, 

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where companies like Google, 
Facebook, and Snap structured 

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their IPOs such that founders 
were left with unchallenged 

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power to do almost anything that
they want. 

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At these firms, founders were 
given special shares with 

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special voting powers, meaning 
that they don't have to listen 

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to investors whatsoever. 
Investors looked at these 

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companies and felt that the 
founder CEO had such a great 

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track record that there was 
little consequence to having 

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poor corporate governance. 
Berkshire Hathaway, Warren 

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Buffett's company has a similar 
unusual structure where the A 

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shares get more votes than the B
shares do. 

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The different voting rights were
allegedly put in place so the 

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company and its leadership would
not be beholden to investors 

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seeking short term profit. 
This structure at Berkshire 

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Hathaway has kept Warren Buffett
in firm control, even as he has 

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given away more and more of his 
shares to charity. 

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The A shares can be converted to
B shares, but B shares can't be 

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converted to A shares. 
Starting in 2006, Warren Buffett

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began giving away large amounts 
of Berkshire Hathaway stock to 

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charities. 
But prior to donating them, he 

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converts his A shares to B 
shares. 

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Since Class B shares have 
diminished voting rights, this 

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has the effect of preserving his
voting control, even as his 

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percentage ownership of 
Berkshire declined over the 

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years. 
While investors might feel that 

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there's little consequence to 
having poor corporate 

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governance, this could be short 
sighted since you're buying 

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shares of companies in 
perpetuity. 

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Leaders who might be doing a 
great job today but are not 

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accountable to shareholders can 
take value destructive paths in 

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the future without answering to 
anyone. 

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Meta's Reality Labs division, 
which houses its efforts to 

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build the Metaverse, has lost 
around $46.5 billion since 2019.

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Would Mark Zuckerberg have been 
able to waste this much money if

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he was accountable to investors?
Under a normal corporate 

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governance structure, there's a 
good chance that he would have 

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been pushed out by shareholders 
a few years ago. 

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As the losses were mounting, 
there have been numerous studies

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on the relationship between 
corporate governance and 

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investment performance. 
Gompers ET al. 

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Found that companies with 
stronger shareholder rights have

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higher profits and trade at 
higher multiples than companies 

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would weak governance. 
A few years ago, the Business 

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Roundtable and Nonprofit 
Lobbyist Association, whose 

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members are CEOs of major U.S. 
companies, put out a press 

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release saying that corporations
should be run to protect all 

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corporate stakeholders, defined 
to include customers, society 

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and employees, rather than 
following the conventional 

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objective of maximizing 
shareholder wealth. 

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This is what's become known as 
stakeholder capitalism. 

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Critics of shareholder wealth 
maximization celebrated this 

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announcement as an acceptance of
their long term belief that 

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focusing on shareholder wealth 
had brought about income 

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inequality, the outsourcing of 
manufacturing jobs, and other 

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societal costs and 
externalities. 

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Traditionalists viewed this 
announcement as foolish and 

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caving into the woke mob. 
Cynics argued that it meant 

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nothing was just PR, and that 
everything would continue on as 

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normal. 
Now, to most people, these 

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arguments might appear to not 
matter whatsoever, but they do 

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matter because the various 
stakeholders in a company have 

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very different interests. 
Actions that benefit one 

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stakeholder group can be 
reasonably expected to make 

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other stakeholder groups worse 
off. 

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These conflicts of interest mean
that a board that is supposed to

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represent everyone often 
represents no one other than 

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themselves and their own 
specific objectives. 

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As what the motor And wrote a 
great blog piece on this topic a

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few years ago. 
He looked at the different 

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models of corporatism. 
Cutthroat corporatism, where the

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end game is stockholder wealth 
maximization at almost any cost.

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Crony corporatism, where 
companies focus less on 

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efficient operations than on 
connections to government, with 

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the objective being tilting the 
scales of competition in the 

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companies favor. 
Managerial corporatism Where the

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interests of executives Dr. the 
direction of a company and. 

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Investors and other stakeholders
are ignored and finally 

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constrained corporatism where 
companies preserve the primacy 

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of shareholders while 
constraining how they interact 

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with other stakeholder groups. 
Constrained corporatism is what 

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we mostly see where companies 
are restricted in their actions 

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by the legal and regulatory 
constraints, self-imposed 

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constraints and market driven 
constraints. 

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The motor and describes 
stakeholder capitalism as 

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confused corporatism, which on 
the surface might look like 

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constrained capitalism, but due 
to the multiple objectives with 

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no clear ranking of importance, 
leaves you with a structure 

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which is destined to fail. 
The events at Open AI over the 

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last week really highlight this 
issue. 

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Open A is new board will consist
of three people, at least 

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initially, Adam D'Angelo, the 
chief executive of Quora and the

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only holdover from the old 
board, Brett Taylor, a former 

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executive at Facebook and 
Salesforce, and Larry Summers, 

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the former Treasury Secretary. 
The board is expected to grow 

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from there. 
Open AIS largest investor 

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Microsoft is also expected to 
have a larger voice in open AIS 

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governance going forward, and 
this may include a board seat. 

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If we want companies to behave 
better in their interactions 

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with society. 
Putting boards in place that are

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not accountable to anyone other 
than a vague concept of the 

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greater good is probably not the
best approach. 

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The Volkswagen emissions scandal
from 2015 highlights that bad 

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corporate behaviour can harm 
shareholder value. 

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Volkswagen was hit with huge 
fines, recall costs and a 

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damaged brand. 
Because of their illegal 

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behaviour, a board focused on 
shareholder value is able to 

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make decisions that are good for
society as a whole, especially 

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when constrained by the legal 
system and a reasonable code of 

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ethics. 
It may be far from perfect, but 

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it does appear to be better than
the alternatives. 

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Thanks for tuning into this 
week's podcast. 

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00:18:46,000 --> 00:18:48,920
If you have a friend who might 
find these interesting, I'd 

279
00:18:48,920 --> 00:18:52,040
appreciate if you could send 
them a link and help the podcast

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00:18:52,040 --> 00:18:54,160
grow. 
Talk to you again soon. 

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00:18:54,360 --> 00:18:57,360
Bye. 
If you enjoyed this episode, be 

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00:18:57,360 --> 00:19:00,240
sure to subscribe so you're 
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