The strategic partnership that has structured the generative AI enters a critical phase. Behind the apparent continuity, the fracture lines are multiplying, unstable governance, disputed intellectual property, and the fight of influence between partners who have become competitors.
A founding partnership… in full redefinition
Since 2019, Microsoft has been the most committed industrial and financial support to Openai. An initial investment of $ 1 billion, brought to more than 13 billion, made it possible to structure an unprecedented agreement, articulated around a hybrid assembly with a capped lucrative entity, at the service of a non-lucrative mission. But in 2025, this balance reached its limits.
OPENAI, now valued $ 260 billion according to certain investors, seeks to clarify its governance and to get closer to a status of public Benefit Corporation, a model more compatible with a possible IPO. A change in status necessary to attract new capital, but which requires a complete renegotiation of its pact with Microsoft.
A sign of tensions, Satya Nadella opted for a prudent posture, avoiding public arbitrations. The conduct of negotiations was largely entrusted to Amy Hood, financial director, known for her rigor in the defense of Microsoft’s interests.
Three strategic contractual nodes are at the heart of negotiations
The question of capital
Microsoft would like to convert its massive financial support into capital shares in the future entity. OPENAI, for its part, judges the claims of his excessive partner. According to several sources close to the negotiations and reported by the Financial Times, discussions on the level of participation in the recomposition of the capital have become one of the main blocking points.
Intellectual property
The 2019 agreement would grant Microsoft exclusive commercial use rights on OPENAI models and products, accompanied by income sharing. But with the ambition to diversify its outlets, Openai would now seek to regain control of its models, arousing strong resistance from its partner. These tensions have already caused internal confrontations, especially between the management teams of Openai and those of Microsoft AI.
The acting clause
A contract clause would allow OPENAI to revise the terms of the agreement in the event of the development of general artificial intelligence (AG). Microsoft would now like to limit this clause or modify the conditions of application, in order to maintain a right of way even in this advanced scenario.
Weakened governance
The evolution towards a PBC status was initially accompanied by a clearer dissociation between the for -profit structure and the control of the non -profit council. But faced with regulatory pressure, especially on the part of the general prosecutors of the states of Delaware and California, Openai was forced to review his copy. Governance remains centralized under the non-lucrative entity, while integrating conventional capitalization elements.
In this context, Openai’s management is reorganized. Sam Altman recently appointed Fiji Simo In charge of applications, and Sarah Friar as financial director. The COO Brad Lightcap remains in office, although its role seems to be redefining. This recomposition of the management of Openai reflects both the scale taken by the organization and the tensions it generates.
Partners or competitors?
The partnership between Openai and Microsoft remains formally solid. Microsoft incorporates Openai models into its products and continues to provide an essential computing power via Azure. But in the field, the dynamics change. Openai seeks to build its own infrastructure, in particular by chatting with SoftBank or Oracle for the Stargate project. At the same time, Microsoft advances its own models (like Phi-3) and develops an autonomous software suite.
The Openai posture, focused on obtaining uncompromising resources on its autonomy, feeds tensions in the relationship with Microsoft. This dynamic could push Microsoft to harden contractual conditions to the point of compromising any possibility of agreement.
An output from the top still possible?
The OPENAI transformation project can only lead to resolving these fundamental disagreements. If Microsoft today has a position of strength, do not lead to an agreement would also penalize its own ecosystem, built around Copilot and Azure AI. For its part, Openai retains major assets, a strong image, a significant user base, and a CEO capable of mobilizing billions.
The current reconfiguration, on the other hand, marks the end of an implicit alignment, inherited from the early years. For Openai as for Microsoft, the stake is no longer just technical, but becomes political and financial.
Systemic negotiations?
The outcome of the showdown between Openai and Microsoft does not only concern the internal reorganization of a partnership and lays the foundations for a new balance in the AI industry. If Microsoft obtains prolonged and reinforced access to OPENAI models, this could consolidate its dominant position, in particular in B2B uses, to the detriment of startups and third -party actors dependent on OPENAI APIs. Conversely, if Openai manages to regain control of its technological rights and to diversify its partners, this could reopen the game for other actors such as Amazon, Google or Anthropic. In both cases, this renegotiation sends as a message that the next AI battles will not be played only on the performance of the models, but on the ability to control its use, distribution and governance.
