OpenAI and Microsoft are engaged in a high-risk negotiation over an unprecedented issue: how should a nearly $14 billion investment in a non-profit organization be converted into equity in a for-profit company? OpenAI recently completed a funding round with a valuation of $157 billion and is transitioning from a non-profit organization to a for-profit company. One of the biggest challenges it faces when it becomes a for-profit company is how to allocate equity. As OpenAI's largest investor, Microsoft may have a significant stake in the company. Given the significance of the negotiation results for Microsoft and OpenAI, both companies have hired investment firms to provide consulting services to them. Microsoft has partnered with Morgan Stanley, while OpenAI has chosen Goldman Sachs. In addition to determining how much Microsoft will hold after the restructuring, it is also necessary to clarify what governance rights Microsoft will have.