Microsoft CEO Satya Nadella testified May 11 in the Musk v. OpenAI trial that Microsoft had grown concerned about its dependence on OpenAI as early as 2022,…
Microsoft CEO Satya Nadella testified May 11 in the Musk v. OpenAI trial that Microsoft had grown concerned about its dependence on OpenAI as early as 2022, disclosing that 45% of the company's commercial performance obligations are tied to OpenAI [1]. The disclosure, drawn from internal emails entered into evidence, represents one of the most consequential pieces of corporate strategy to surface publicly during the three-week trial [1]. On the same day, OpenAI co-founder Ilya Sutskever took the stand and testified that "the mission of OpenAI is larger than the structure," a direct rebuttal to Elon Musk's core legal theory that OpenAI's conversion from a nonprofit to a for-profit entity breached a charitable trust [2].
The trial is proceeding before Judge Yvonne Gonzalez Rogers in the U.S. District Court for the Northern District of California, sitting in Oakland [2]. Musk sued OpenAI and its CEO Sam Altman alleging that the organization's structural conversion violated the fiduciary duties owed under its original nonprofit charter. Shivon Zilis, a former OpenAI board member and a close associate of Musk, also testified during the week, offering an account of the critical 2017 to 2018 restructuring negotiations that preceded the eventual nonprofit-to-capped-profit conversion [1].
The substantive stakes are significant. Nadella's internal communications and Sutskever's testimony together illuminate whether OpenAI's leadership understood the organization's mission as structurally bound to its nonprofit form or as separable from any particular corporate vehicle [1]. Musk's legal team must persuade the jury that the founding documents created enforceable charitable-trust obligations that were breached when OpenAI reorganized and accepted billions in outside investment. Sutskever's framing of the mission as transcending structure, if credited, cuts against that theory at its foundation [2].
Judge Gonzalez Rogers issued a notable procedural warning during the week, advising that Musk remained subject to recall to the stand [2]. Musk subsequently traveled to China alongside President Trump, a development the court acknowledged [2]. With closing arguments now imminent, the jury will be tasked with resolving whether OpenAI's structural evolution constituted a legally cognizable breach of charitable duty, a question that carries implications well beyond the parties before the court [1].
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**Meta Description:** Satya Nadella revealed Microsoft's OpenAI dependence while Ilya Sutskever rebutted Musk's charitable-trust theory as the landmark AI governance trial nears closing arguments.
**Slug:** nadella-sutskever-openai-trial-closing-arguments
**Tags:** Legal News, Trial Watch, Musk v. Altman / OpenAI, United States, California, Oakland, AI Governance, Charitable Trust, Fiduciary Duty, OpenAI, Microsoft, Satya Nadella, Ilya Sutskever, Judge Yvonne Gonzalez Rogers
**Metadata:**
– subject: Musk v. Altman / OpenAI Trial
– subject_type: Trial Watch
– date: 2026-05-11
– jurisdiction: federal
– country: United States
– region: California
– city: Oakland
– key_people: Satya Nadella, Ilya Sutskever, Shivon Zilis, Elon Musk, Yvonne Gonzalez Rogers
– key_organizations: OpenAI, Microsoft, U.S. District Court for the Northern District of California
– themes: AI Governance, Charitable Trust, Fiduciary Duty
– significance: Nadella's internal emails and Sutskever's mission testimony are the first public disclosures of OpenAI's corporate strategy, directly shaping the jury's evaluation of whether the nonprofit-to-for-profit conversion breached a charitable trust.
**References:**
[1] CNBC. (2026, May 13). Microsoft feared being too dependent on OpenAI, Musk-Altman trial testimony reveals. https://www.cnbc.com/2026/05/13/microsoft-feared-openai-reliance-musk-altman-trial-testimony-reveals.html
[2] CBS News. (2026, May 13). Musk flew to China as OpenAI trial nears its end, after judge warned he could be called back into court. https://www.cbsnews.com/news/musk-china-openai-trial-judge-altman/