软件趋势：谁拥有决策层？新前沿出现

Who owns the decision layer? A newfrontier emerges Industry Overview 20 April 2026 AI changes the decision layerWhat if OpenAI, or any of its competitors,becomes the main interface between humans EquityUnited StatesSoftware and technology? What if it is not a search engine, not apps, and not an operating systemthat anchors our digital experience, but rather a new AI layer that becomes the startingpoint for the compute journey of both consumers and enterprises. The place where youstate your intent and everything underneath is handled automatically. Thus far, Googlehas owned this layer through search, and Microsoft has owned parts of it throughapplications and operating systems. AI, however, has the potential to redefine this layer,disrupting it by moving the point of control above the level of existing incumbents.Whoever owns this interface ultimately determines which applications are used, whichservices are invoked, and which products are recommended. Tal LianiResearch AnalystBofAS+1 646 855 5107tal.liani@bofa.com Kevin NiederpruemResearch AnalystBofAS+1 646 855-1540kevin.niederpruem@bofa.com Eden VacnichResearch AnalystBofAS+1 646 855 1971eden.vacnich@bofa.com Whatwould happen if Microsoft were to buy OpenAI? In this report, we tackle that question revolving around the decision control layer througha unique lens. We explore the implications of a hypothetical and unlikely scenario inwhichMicrosoft acquires OpenAI. We do not believe this scenario has ever been on thetable, nor do we expect it to materialize, and we are not aware that either company iscontemplating a combination in any form, but examining it helps clarify the value ofdecision‑layer ownership. It also provides a compelling framework to assess: (1) whatultimately defines OpenAI’s value; (2) the trade‑offs of OpenAI remaining anindependent frontier AI company versus a segment of a hyperscaler; and (3) how AImight redefine the competitive dynamics for companies such as Microsoft and Google. Justin PostResearch AnalystBofAS+1 415 676 3547justin.post@bofa.com Pros: the strategic upside of Microsoft+ OpenAIThe strategicbenefit of full OpenAI ownership is clear. OpenAI would give Microsoft tighter vertical integration across models, cloud infrastructure, applications, anddistribution. Microsoft has invested $13bn+ in a company that in many ways is acompetitor, and an acquisition could enable coordinated product roadmaps, and improvethe consistency and pace of monetization across Azure, Copilot, and enterprise software.More fundamentally, it would reduce long-term dependency risk and control one of themost important AI assets, particularly if LLMs evolve into the dominant decision layer. Risks: MSFT buys the cap table but risks losing the magic Despite the strategic logic, the risks are substantial. Regulatory scrutiny would beintense, and financing would be a challenge. More importantly, Microsoft could riskundermining the core value of OpenAI, being an independent frontier research lab and aneutral platform for developers. Many OpenAI employees view their work asfoundational to the future of intelligence itself, while under Microsoft, priorities couldtilt toward monetization of existing assets like Office, Azure, and Copilot. We thereforebelieve a business combination is highly unlikely, as we see more value in the currentarrangement between the companies than a full ownership scenario. We believe thefocus of Microsoft and other hyperscalers is different. They all understand they need tomove fast and anchor their AI leadership to avoid losing control over the decision layer. The decision layer: A compelling AI focus In the most recent quarter, Microsoft disclosed that it had 15mn Copilot users, a levelthat disappointed investors, as it represents only 3.5% penetration of its M365enterprise user base. This has sparked investor concerns that Microsoft has failed totranslate its first‑to‑market position into true leadership, raising the risk of market‑sharelosses in AI. Losing the AI battle, or falling behind the efforts of other hyperscalers,could carry significant long‑term risks for companies such as Microsoft and Google, as itwould transfer the leadership of the decision layer, or the place where the entirecompute journey starts, from the browser, the apps or the operating systems, to AI-native companies. Microsoft is addressing it through incorporating Copilot at all levels.Google is already transitioning (and training) its search users to increasingly utilize achat-based interface. In this report, we examine a key question: who will own the decision layer or the startingpoint of enterprises and consumers internet journey of the Internet? Who would havethe power to influence what applications we use, what services and even what ads wewatch? We do so by factoring in a hypothetical scenario where Microsoft one day ownsOpenAI. Even if we believe that scenario is highly unlikely, we think it helps establish theframework for addressin