An OpenAI Founder Discusses Anthropic Merger Talks, Internal Beefs in Deposition
The Takeaway
- Merger would have placed Dario Amodei at helm
- Sutskever recalled that practical reasons thwarted deal
- Details of Sutskever’s memo to board members focused on Altman’s alleged lying
Anthropic initially expressed “excitement” about a possible merger with OpenAI two years ago, after OpenAI’s board fired CEO Sam Altman, OpenAI co-founder and former chief scientist Ilya Sutskever told attorneys in a deposition made public this week.
Such a deal would have potentially placed Anthropic CEO Dario Amodei at the helm of OpenAI. He and his sister, Daniela Amodei, both left senior roles at OpenAI in 2020 over differences on how to run an AI startup given the pace of the technology’s advances and its potential risks. The deposition gives a rare window into how Altman’s top lieutenants and rivals maneuvered in the tumultuous days before and after his firing and subsequent rehiring.
Details of the discussions between the two competitors were disclosed Wednesday when the court overseeing Elon Musk’s federal lawsuit against OpenAI over its corporate restructuring made 60 pages of the transcript public.
Among other things, the transcript covers the extensive documentation of internal conflicts at OpenAI that Sutskever sent to some other members of its board before they fired Altman. Sutskever has made very few comments about his role during that period. He declined to comment for this article.
Sutskever, in the deposition, recalled hoping the talks would fizzle “because I really did not want OpenAI to merge with Anthropic.” Other board members were more supportive of the idea, Sutskever said, especially Helen Toner, at the time a director of strategy at Georgetown’s Center for Security and Emerging Technology.
Toner had voted to fire Altman for “withholding information, misrepresenting things that were happening at the company, in some cases outright lying to the board,” she said on a podcast last year. She declined to comment.
Ultimately, the merger talks did not move forward because of “some practical obstacles that Anthropic has raised,” according to Sutskever’s recollection of the episode. He didn’t elaborate on those obstacles. By that point, both companies had an extensive array of outside investors that put billions of dollars into them and whose stakes would have likely been heavily diluted by such a merger.
An Anthropic spokesperson declined to provide a comment.
Four days after the board fired Altman, spurring over 700 staff to threaten to quit, it reinstated him as CEO. During that period, Sutskever also changed course, eventually supporting Altman’s return.
Anthropic has since grown to generate nearly $7 billion in annualized revenue, boosted by demand for models that help with coding, and sports a private valuation of $183 billion. The two companies are in a heated race to develop cutting-edge models and recruit top talent. They also sometimes oppose each other on policy issues, such as AI regulation.
OpenAI’s fortunes—and the public profile of Altman—have climbed even higher. It was recently valued by investors at $500 billion and reached $12 billion in annualized revenue in July. This week, it completed a complicated corporate restructuring that paves the way to an eventual public offering. The OpenAI nonprofit, whose mission is to ensure that powerful AI benefits humanity, continues to control the for-profit company.
Musk argues that OpenAI violated its charitable duties to reach that stature. The Tesla CEO—who has also started a rival AI lab, xAI—donated an initial $44 million to OpenAI starting in 2015, when it was set up as a nonprofit research lab. Musk alleges OpenAI defrauded him by operating as a for-profit company. OpenAI has denied these claims and initiated a countersuit.
During the interview in San Francisco with Sutskever, which lasted nearly 10 hours on October 1, lawyers for Musk and OpenAI questioned Sutskever about Altman’s firing, as well as his views on artificial general intelligence—AI with human-level intelligence—and why he left OpenAI.
‘Pattern of Lying’
Sutskever’s disclosures also give a detailed account of the high level of animus and distrust that had grown among OpenAI’s top staff in the year after the launch of ChatGPT. The AI chatbot made the research lab an overnight sensation, attracting a landmark $10 billion investment from Microsoft in early 2023 and setting off a frenzy among founders and investors to back startups that used large language models developed by OpenAI.
Sutskever was part of the board that decided to fire Altman over what its members initially termed a failure to be “consistently candid.”
He helped initiate the decision by sending an email to the independent board members at the time—Toner, tech entrepreneur Tasha McCauley and Quora CEO Adam D’Angelo—containing two memos that documented what Sutskever saw as concerning behavior from Altman and OpenAI co-founder and president Greg Brockman.
“Sam exhibits a consistent pattern of lying, undermining his execs, and pitting his execs against one another,” Sutskever’s memo on Altman read, a lawyer for Musk said in the deposition. In response to the memo, the lawyer asked,“What action did you think was appropriate?”
“Termination,” Sutskever replied.
Sutskever’s memo to other board members included headings on “Pitting People Against Each Other,” “Daniela Versus Mira” and “Dario Versus Greg, Ilya.”
Sutsekver said he didn’t send the memo to the entire board, which at the time included Altman, “because I felt that, had he become aware of these discussions, he would just find a way to make them disappear.”
Some details of the concerns Sutskever and others had with Altman were earlier reported by The Wall Street Journal.
An OpenAI spokesperson said in a statement that “these claims were fully examined during the board’s independent review, which unanimously concluded Sam and Greg are the right leaders for OpenAI. They’ve consistently shown resilience and deep commitment to our mission and the people who make it real.”
Sutskever said he had become alarmed by Altman partly from conversations Sutskever had with Mira Murati, then OpenAI’s chief technology officer. For a short time after Altman’s ouster, Murati became interim CEO of OpenAI.
“Sam was pushed out from YC for similar behaviors. He was creating chaos, starting lots of new projects, pitting people against each other, and thus was not managing YC well,” Sutskever’s memo read, according to OpenAI’s attorney.
Sutskever said this history of Altman’s time at Y Combinator, the prestigious startup accelerator Altman ran as president from 2014 to 2019, was recounted to him by Murati. Y Combinator co-founder Paul Graham has denied that the accelerator fired Altman.
A year ago, Murati abruptly left OpenAI to found Thinking Machines Lab, a startup making customized AI that was valued earlier this year at $10 billion. She said in a statement on X last year that she had provided individual board members with feedback about Altman in response to their questions, which he was already aware of, but that “does not in any way mean that I am responsible for or supported the old board’s actions.”
A representative for Murati declined to comment.
A lawyer for OpenAI also read select headings from Sutskever’s memo about Altman, such as “Subtle Retaliation in Response to Mira’s Feedback,” “Pitting People Against Each Other,” “Daniela Versus Mira” and “Dario Versus Greg, Ilya.” Sutskever said Murati had told him that Altman pitted Daniela Amodei against Murati when both worked at OpenAI. The context of the dispute wasn’t clear.
Sutskever’s memo also recounted his own personal problems with Altman. Dario Amodei had wanted to run all of OpenAI’s research and to have Brockman fired, according to the memo. “I was faulting Sam for not accepting or rejecting Dario’s conditions,” Sutskever explained.
He also said Altman told him as well as senior researcher Jakub Pachoki, now OpenAI’s chief scientist, “conflicting things about the way the company would be run.”
Sutskever said he compiled the 52-page memo prior to Altman’s ouster, including screenshots of communication between Altman and other executives, that recounted instances of Altman’s alleged deceptions, because some board members had asked Sutskever for documentation.
For instance, the memo recounted that Altman had told Murati that another executive had said the GPT-4 Turbo model did not need approval from OpenAI’s Deployment Safety Board, a joint body with Microsoft that decides whether models are safe enough to release.
OpenAI released the model in November 2023. An OpenAI spokesperson said the safety board had approved the model.
The court has ordered Sutskever to provide further details of his own financial stake in OpenAI and to produce the dossier he compiled on Brockman. That memo focused on Brockman’s alleged bullying, according to The Wall Street Journal.