OpenAI faces SEC scrutiny

Sam Altman’s personal portfolio has become a new line of attack in the widening fight over OpenAI’s governance. A May 13 court filing in Elon Musk’s lawsuit against OpenAI said Altman holds more than $2 billion in stakes in companies that have done business with OpenAI, according to Reuters. The disclosure adds to pressure already coming from state attorneys general, lawmakers and competition regulators. A 10-state coalition led by Montana Attorney General Austin Knudsen asked the U.S. Securities and Exchange Commission this week to apply “especially stringent scrutiny” to any OpenAI filing tied to a public offering, citing what the letter called a history of self-dealing and conflicts of interest by Altman. (msn.com) Microsoft’s relationship with OpenAI is also still drawing regulatory attention. The Federal Trade Commission issued a January 2025 staff report on AI partnerships involving Microsoft and OpenAI, while the U.K. Competition and Markets Authority said on March 5, 2025 that the partnership did not qualify for a merger investigation under British law. (ago.wv.gov) ### What did the court filing say about Altman’s holdings? Reuters reported on May 13 that the court document listed more than $2 billion in Altman holdings in companies that did business with OpenAI. The filing surfaced as Musk and several state attorneys general pressed claims that Altman had engaged in self-dealing. (ftc.gov) Helion Energy was the most closely watched name in that group. GeekWire reported that Altman’s roughly one-third stake in the fusion company became a focus both in the Oakland courtroom and on Capitol Hill because OpenAI has tied part of its long-term power planning to Helion. Altman has denied wrongdoing. CNBC reported that he said at trial he had “always been recused” from decisions involving his personal investments, framing the issue as a governance matter rather than a hidden financial arrangement. (msn.com) ### Why are state attorneys general asking the SEC to get involved? (geekwire.com) Montana and nine other states sent a May 12 letter to SEC Chair Paul Atkins asking for heightened review of any OpenAI public-offering documents. The letter said state pension funds and retail investors could be exposed if disclosures about governance and related-party dealings were incomplete. (msn.com) West Virginia Attorney General JB McCuskey said on May 13 that the coalition wanted to protect public retirement funds and individual investors from fraud. The states named in the effort were Montana, Alabama, Arkansas, Florida, Idaho, Iowa, Louisiana, Nebraska, Oklahoma and West Virginia. That request is aimed at a hypothetical filing, not a live IPO document. (dojmt.gov) Reuters reported in November 2025 that OpenAI Chief Financial Officer Sarah Friar said an IPO was “not on the cards right now.” ### How does Microsoft fit into this story? Satya Nadella’s testimony in Musk v. Altman offered a separate window into how dependent Microsoft believed it had become on OpenAI. (ago.wv.gov) CNBC reported that Nadella wrote in 2022, “I don’t want to be IBM and OpenAI to be Microsoft,” and later testified that Microsoft needed “real agency at every layer of the stack.” (finance.yahoo.com) The competition questions around that partnership are not all moving in the same direction. The FTC’s January 2025 report examined the structure and competitive effects of large cloud-provider ties to AI developers, including Microsoft and OpenAI. In Europe, the European Commission said in June 2024 that Microsoft had not acquired lasting control over OpenAI for merger-review purposes, according to a Stanford Law School summary of the decision, and the U.K. (cnbc.com) CMA later closed its own merger inquiry with a “found not to qualify” decision. ### Why is this surfacing now? The Oakland trial has forced internal documents and financial relationships into public view. Reuters reported that Altman testified on May 12 in Musk’s case over OpenAI’s move toward a for-profit structure, rejecting Musk’s claim that OpenAI abandoned its founding mission. (ftc.gov) OpenAI’s scale has raised the stakes of those disclosures. OpenAI said on March 31 that it closed a funding round with $122 billion in committed capital at a post-money valuation of $852 billion. That size helps explain why governance questions are now being pursued in several forums at once — in federal court in Oakland, in letters from state attorneys general to the SEC, and in continuing antitrust review of AI partnerships. (msn.com) That is an inference drawn from the overlap of the trial record, the AG letter and the regulatory reviews. (openai.com) ### What should readers watch next? The Musk v. Altman trial is continuing in federal court in Oakland, where additional testimony and filings could add detail on OpenAI’s governance, supplier relationships and Microsoft partnership. Reuters said before Altman took the stand that he was scheduled to testify on May 12 and May 13. (msn.com) Any SEC response to the attorneys general’s May 12 letter would be the next formal sign of whether the issue is moving from political pressure into securities oversight. OpenAI, for its part, has publicly said it raised fresh private capital in March and has previously said an IPO is not an immediate plan. (content.govdelivery.com) (msn.com)