OpenAI and Microsoft are engaged in a high-stakes negotiation over an unprecedented question: how should a nearly $14 billion investment in a non-profit turn into an equity stake in a for-profit company? OpenAI, which recently closed a funding round at a valuation of $157 billion, is transitioning from a non-profit to a for-profit company. One of its biggest challenges when it becomes a for-profit company is how to allocate the equity. Microsoft, the biggest investor in OpenAI, is likely to own a large stake in the company. Given the significance of the outcome of the negotiations for Microsoft and OpenAI, both companies have hired investment banks to provide consulting services. Microsoft has partnered with Morgan Stanley, while OpenAI has chosen Goldman Sachs. In addition to determining how much Microsoft will own after the reorganization, it is also necessary to clarify what governance rights Microsoft will have.