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Of the three companies that have ever installed investor-overriding mission guardians in a for-profit structure, one ended in spectacular failure, one already melted down once, and the third filed confidentially an IPO on Monday.

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A new Harvard Law paper, AI Corporate Governance and Ben & Jerry’s Risk, by professor Jesse Fried and S.J.D. candidate Idan Reiter, lands not just as Anthropic enters the public markets but at a moment when OpenAI’s governance is under more scrutiny than ever. A federal jury ruled against Elon Musk’s lawsuit on May 18; former board members testified about being misled by CEO Sam Altman; and the company faces multiple wrongful death lawsuits alleging ChatGPT contributed to self-harm and violence. Meanwhile, OpenAI completed its conversion to a public benefit corporation last October, a restructuring Fried argues doesn’t solve the underlying problem.

The Ben & Jerry’s precedent

The paper’s authors call it the “Ben & Jerry’s risk,” or the danger that mission guardians will not only harm investors, but also achieve the exact opposite of what they set out to do. When Unilever acquired Ben & Jerry’s in 2000, it agreed to install self-perpetuating independent directors who could override Unilever to protect the brand’s social mission.

For two decades, tensions stayed behind closed doors. Then in 2021, the independent board announced it would not renew the license of Ben & Jerry’s Israeli licensee, over Unilever’s objections. Counterboycotts, state divestments, activist investor interventions, lawsuits, and the resignation of Unilever’s CEO all came next, just as the company lost billions in market value.

Fried and Reiter argue that the guardians’ actions backfired entirely. Unilever overrode the directors in 2022 and gave the Israeli licensee rights to sell Ben & Jerry’s in Israel and its controlled territories in perpetuity, which is exactly what the directors had tried to prevent. Unilever then spun off its ice cream businesses altogether, ensuring the guardians could never impose costs on the parent company again.

The parent company fired Ben & Jerry’s CEO after a battle of political issues, with Unilever at the time having “informed the Independent Board” of the change. This caused the brand’s namesake Jerry Greenfield to quit during the public dispute, and the July 2021 boycotts that ensued saw Unilever’s market cap dropping by $20 to $26 billion in the months that followed. The stock fell 8% in the first week alone, and was down more than a fifth over the following six months. More so, seven states (Florida, Texas, New York, New Jersey, Arizona, Illinois), divested pension fund holdings, totaling almost $1 billion.

“Basically these people could do whatever they wanted, no matter how much damage it would inflict on Unilever, and they couldn’t easily be removed,” Fried told Fortune. He called it “an ill-considered arrangement” that he assumed no one would ever replicate. Enter OpenAI.

OpenAI’s same structure and same problem

Before its 2025 restructuring, OpenAI had nonprofit directors controlling a for-profit subsidiary, the same architecture in a different industry. The board fired Sam Altman in November 2023, reportedly in part over safety concerns, which then led to nearly all of OpenAI’s 770 employees threatening to leave for Microsoft, thus forcing the board to reverse course. Altman returned, the safety-focused board members were pushed out, and prominent safety researchers eventually departed to start competing ventures.

“I’m not saying these people were bad people, or they did the wrong thing,” Fried said. “I’m just saying, if you look at it in retrospect, they not only put investors at risk but achieved the exact opposite of their mission, as they saw it. They thought that Sam Altman could not be trusted to lead a safe OpenAI. He’s still there. All the board members who cared about safety are gone. Leading AI researchers who were more concerned about safety have left. So it seems like overall safety has been harmed by the guardians’ attempt to increase safety.”

The paper argues those guardians both damaged investors and undermined the very mission they were appointed to protect.

The 2025 restructuring

OpenAI completed its conversion to a public benefit corporation in Oct. 2025, with the nonprofit, now called the OpenAI Foundation, retaining control through the power to appoint every director on the board. The Foundation’s Safety and Security Committee holds veto rights over safety-related decisions. On paper, mission governance survives.

“I make the argument that they’re not really constrained any more than the directors were constrained in 2023,” he said. The current board was selected by Altman himself. Nearly every Foundation director also sits on the board. Fried concedes that “they’re probably not going to do anything crazy” in the near term, but argues that governance structures need to be evaluated over decades, not based on the curren