OpenAI and Microsoft are embarking on a high-risk negotiation on an unprecedented issue: how to convert nearly $14 billion in investment in a nonprofit organization into equity in a for-profit company? OpenAI recently completed a financing round, valuing the company at $157 billion, and is transitioning from a nonprofit organization to a for-profit company. One of the biggest challenges it faces is how to allocate equity when it becomes a for-profit company. As the largest investor in OpenAI, Microsoft may have a significant stake in the company. Given the critical importance of the negotiation outcome for Microsoft and OpenAI, both companies have hired investment banks to provide consulting services. Microsoft is collaborating with Morgan Stanley, while OpenAI has chosen Goldman Sachs. In addition to determining how much stake Microsoft will have after the restructuring, it is also necessary to clarify what governance rights Microsoft will have.