Usually when you convert from a non-profit to a for-profit, the non-profit has a third party value its assets then sells them to the new for-profit.

Because you are acquiring assets from yourself, there are some protections, like you can’t have the same people run the non-profit and the new for-profit and the attorney general has to sign off on the transaction, which I believe happened with OpenAI.

Also, the non-profit has to use the funds it received in the acquisition to continue to further its original mission.

My gut is the lawsuit will come down to whether the for-profit paid a fair price, which in retrospect could look suspect given how much OpenAI is valued at now, but the government and a third party likely already approved the transaction long ago.

It may also come down to whether the non-profit used / is using the funds it received in exchange for the assets to continue to serve the public interest per OpenAIs original mission and not the interests of the new for-profit or any associated individuals.

This will be a good test for the legal strategies to convert non-profits to for-profits.