Only Musk’s contributions counted
Wazzan is “a financial economist with decades of professional and academic experience who has managed his own successful venture capital firm that provided seed-level funding to technology startups,” Musk’s filing said.
OpenAI explained how Musk got connected with Wazzan, who testified that he had never been hired by any of Musk’s companies before. Instead, three months before he submitted his opinions, Wazzan said that Musk’s legal team had reached out to his consulting firm, BRG, and the call was routed to him.
Wazzan’s task was to figure out how much Musk should be owed after investing $38 million in OpenAI—roughly 60 percent of its seed funding. Musk also made nonmonetary contributions Wazzan had to weigh, like “recruiting key employees, introducing business contacts, teaching his cofounders everything he knew about running a successful startup, and lending his prestige and reputation to the venture,” Musk’s filing said.
The “fact pattern” was “pretty unique,” Wazzan testified, while admitting that his calculations weren’t something you’d find “in a textbook.”
Additionally, Wazzan had to factor in Microsoft’s alleged wrongful gains, by deducing how much of Microsoft’s profits went back into funding the nonprofit. Microsoft alleged Wazzan got this estimate wrong after assuming that “some portion of Microsoft’s stake in the OpenAI for-profit entity should flow back to the OpenAI nonprofit” and arbitrarily decided that the portion must be “equal” to “the nonprofit’s stake in the for-profit entity.” With this odd math, Wazzan double-counted value of the nonprofit and inflated Musk’s damages estimate, Microsoft alleged.
“Wazzan offers no rationale—contractual, governance, economic, or otherwise—for reallocating any portion of Microsoft’s negotiated interest to the nonprofit,” OpenAI’s and Microsoft’s filing said.
