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

Edward Morris egmorris1 at toast.net
Wed Nov 11 03:22:31 UTC 2015


I certainly share all of Avri's concerns and would like to thank her for articulating them in such clear fashion. We need to be careful with the executive summary: due to time pressures and the holiday season this might be the only thing a number of people read. We need to ensure it is as comprehensive as possible.

Ed

Sent from my iPhone

> On Nov 11, 2015, at 3:17 AM, Avri Doria <avri at acm.org> wrote:
> 
> 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
>> 
>>    
>> 
>> 
>> 
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>> 
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>> 
>> 
>> 
>> *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*
>> 
>> 
>> 
>> 
>> 
>> 
>> 
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