[CCWG-ACCT] Adler & Colvin Comments on Executive Summary Draft

Wed Nov 11 03:13:20 UTC 2015

Hi,

Thanks for this review.

I have just had the opportunity to read the so-clle "Executive summary"
and appreciate many of the comments that are being made.  I am obviously
too late to review this in any detail and did a quick read through of
this commented version. I do want to add to the impression that is a
long way from being ready for distribution.

Some areas that troubled me in my quick read:

- the absence of any discussion of how these changes complete the
requirements for transition in terms of separability and enforcing
separability decisions by the empowered community.
- the lack of discussion of how, without statutory authority, the
empowered community still has recourse to the courts if necessary that
can withstand the withering influence of so-called fiduciary decisions
by the board
- the absence of any discussion of how the statutory membership right of
inspection is to be included under the empowered community model
- a reference in regard to human rights that while there were no
statutory obligations on ICANN, the backstop of NTIA was assurance that
human rights, especially those for freedom of expression and free flow
in information on the Internet, would be respected, and that the bylaw
is a way to attempt to replace that NTIA backstop.

As this document stands I do not see it as explaining why these
accountability issues are necessary when, and if, the NTIA backstop is
lost.  I think that is essential in an "executive summary", not matter
what its length.

Thanks

avri

On 10-Nov-15 22:53, Rosemary E. Fei wrote:
>
> Dear Co-Chairs:
>
> Adler & Colvin’s comments on the Executive Summary are attached; our
> apologies for missing the deadline (by 110 minutes).  As Holly noted,
> these comments have not been reviewed by or coordinated with Sidley. 
> Similarly, we have not had time to go back through proposals, emails,
> and meeting notes to confirm our recollection of how various decisions
> have been made to date, so some comments may reflect the wrong
> understanding and should be ignored.  The mark-up includes both some
> line edits, and comments in bubbles.  We attach a PDF, to ensure the
> comment bubbles will be visible regardless of users’ software.
>
> We agree with Sidley’s overall comments on length and duplication, and
> more substantively on how particular community powers will be
> exercised.  Given that this is an Executive Summary, you might
> consider presenting a single full escalation pathway as an
> illustration only, and then note that the paths will vary as
> appropriate for the exercise of other community powers.  A chart
> comparing escalation pathways across powers and noting the differing
> required thresholds for approval at each stage by power, might be more
> useful to understanding than the separate detailed descriptions of
> each escalation path provided in this draft.
>
> Please let us know how we may assist you further.
>
> Rosemary
>
> Rosemary E. Fei
> Adler & Colvin
> 235 Montgomery Street, Suite 1220
> San Francisco, CA 94104
> 415/421-7555 (phone)
> 415/421-0712 (fax)
> rfei at adlercolvin.com
> www.adlercolvin.com
>
> 	
>
>  
>
> _____________________________
>
> Adler & Colvin is a San Francisco Green Business certified by the City
> and County of San Francisco. Please consider the environment before
> you print this email.
>
>  
>
> *From: *<accountability-cross-community-bounces at icann.org
> <mailto:accountability-cross-community-bounces at icann.org>> on behalf
> of "Gregory, Holly" <holly.gregory at sidley.com
> <mailto:holly.gregory at sidley.com>>
> *Date: *Tuesday 10 November 2015 at 8:37 p.m.
> *To: *"mathieu.weill at afnic.fr <mailto:mathieu.weill at afnic.fr>"
> <mathieu.weill at afnic.fr <mailto:mathieu.weill at afnic.fr>>,
> "thomas at rickert.net <mailto:thomas at rickert.net>" <thomas at rickert.net
> <mailto:thomas at rickert.net>>, "leonfelipe at sanchez.mx
> <mailto:leonfelipe at sanchez.mx>" <leonfelipe at sanchez.mx
> <mailto:leonfelipe at sanchez.mx>>
> *Cc: *Sidley ICANN CCWG <sidleyicannccwg at sidley.com
> <mailto:sidleyicannccwg at sidley.com>>, "ACCT-Staff
> (acct-staff at icann.org <mailto:acct-staff at icann.org>)"
> <acct-staff at icann.org <mailto:acct-staff at icann.org>>,
> "ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>"
> <ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>>, Accountability
> Cross Community <accountability-cross-community at icann.org
> <mailto:accountability-cross-community at icann.org>>
> *Subject: *[CCWG-ACCT] Sidley Comments on Executive Summary Draft
>
>  
>
> Dear Co-Chairs and CCWG,
>
>  
>
> Attached please find Sidley’s comments on the draft Executive
> Summary.  Given the very short window for review we have not had time
> to coordinate  our comments with the Adler firm  and apologize for
> that.  Adler will be sending their comments separately.  Please note
> also that given the very short time frame we have not been able to go
> back and check against the transcripts of the various meetings and
> therefore are relying on memory for our understanding of where the
> CCWG has formed consensus (or near consensus) on various issues.    
>
>  
>
> Overall we find the Executive Summary overly long with significant
> redundancies.  We think it would benefit from  a thorough edit by your
> professional writers.  We also believe that the summary is inaccurate
> in its description of the community processes with respect to the
> decisions to:  (1) remove individual directors and (2) approve
> Fundamental Bylaws. (We agree with Jordan’s comments on the
> Fundamental Bylaws.) We also recommend that a more pointed discussion
> of the CWG dependencies be added so that the reader can understand the
> broader context in which the Proposal has been developed.  We have
> also edited errors in the description of the legal framework that
> applies.  We have noted these comments in the draft. 
>
>  
>
> Please let us know if you would like to discuss or if we can be of
> further assistance with this draft. 
>
>  
>
> Kind regards,
>
> Holly
>
>  
>
> *HOLLY* *J. GREGORY*
> Partner and Co-Chair
> Corporate Governance & Executive Compensation Practice Group
>
> *Sidley Austin LLP*
> 787 Seventh Avenue
> New York, NY 10019
> +1 212 839 5853
> holly.gregory at sidley.com <mailto:holly.gregory at sidley.com>
> www.sidley.com <http://www.sidley.com/>
>
> http://www.sidley.com/files/upload/signatures/SA-autosig.png
> <http://www.sidley.com/> *SIDLEY AUSTIN LLP*
>
>  
>
>  
>
>  
>
> ****************************************************************************************************
> This e-mail is sent by a law firm and may contain information that is
> privileged or confidential.
> If you are not the intended recipient, please delete the e-mail and
> any attachments and notify us
> immediately.
>
> ****************************************************************************************************
>
>
>
> _______________________________________________
> Accountability-Cross-Community mailing list
> Accountability-Cross-Community at icann.org
> https://mm.icann.org/mailman/listinfo/accountability-cross-community

---
This email has been checked for viruses by Avast antivirus software.
https://www.avast.com/antivirus