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Wachtell’s Justin Orr honored after OpenAI recapitalization and fundraising work

Published
Score
20

Why it matters

Justin Orr of Wachtell, Lipton, Rosen & Katz has been named to Law360's list of technology attorneys under 40, recognition tied to his central role in OpenAI's October 2025 recapitalization and the company's subsequent record-breaking financing rounds. The recapitalization restructured OpenAI into a for-profit corporation housed within a nonprofit foundation, with the foundation retaining control and significant equity. The transaction also included material revisions to Microsoft's intellectual property rights through 2032. Wachtell simultaneously advised OpenAI on major financing rounds, including a $110 billion raise announced in February 2026 and a subsequent $122 billion round—reported as the largest funding round on record—that valued OpenAI at $852 billion.

The recapitalization and financing activity involved Amazon, Nvidia, and SoftBank alongside Microsoft as key participants. The specific terms of OpenAI's governance arrangements and the precise allocation of IP rights between OpenAI and Microsoft remain largely undisclosed.

Attorneys tracking artificial intelligence regulation and corporate restructuring should monitor OpenAI's path toward a potential IPO and any regulatory scrutiny of its hybrid nonprofit-for-profit structure. The company's ability to maintain foundation control while raising venture-scale capital at unicorn valuations presents novel governance questions that may influence how other AI companies structure their own capitalization and control mechanisms. The Microsoft IP arrangements, in particular, warrant attention as a template for how major technology partnerships are renegotiated during fundamental corporate transformations.

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