[CCWG-ACCT] Lawyers' Meeting on Friday

[Gregory, Holly]

Dear CCWG,

We are working on a memo as requested by the co-chairs after the meeting on Saturday that discusses how the Sole Member can be constrained in exercising statutory powers.  We hope to be in position to supply this to you within the next day.
Kind regards,
Holly

HOLLY J. GREGORY
Partner and Co-Chair
Global Corporate Governance & Executive Compensation Practice

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


From: accountability-cross-community-bounces at icann.org [mailto:accountability-cross-community-bounces at icann.org] On Behalf Of Jordan Carter
Sent: Thursday, October 01, 2015 8:56 AM
To: Seun Ojedeji
Cc: accountability-cross-community at icann.org
Subject: Re: [CCWG-ACCT] Lawyers' Meeting on Friday

Seun, all

I stand by my comment - the error is very narrow but very important:

"whether or not the decisions to exercise powers on the part of a member can be constrained"

We have had very clear advice from our counsel that this can be done. The board members in LA both in the meeting and in the corridors argued it can't, and they seemed to be arguing based on advice.

If there was advice from their Lawyers I want us all to see it.

If there was not, I want to know that too.

Both are very reasonable questions.

Cheers
Jordan


On Thursday, 1 October 2015, Seun Ojedeji <seun.ojedeji at gmail.com<mailto:seun.ojedeji at gmail.com>> wrote:

While I wish Bruce wisdom in answering your question. I don't understand how you conclude that it's erroneous. From my "very" little understanding of law, there are more than one way to achieve a goal and none of them lacks consequences (disadvantage).

We have requested CCWG legal to provide their view about board proposal, I don't know what is more useful than that document produced(unless we don't trust CCWG legal as well). I mean, how differently would we have responded by seeing the notes other than the way we have to board's proposal

That said, this does not mean I am discouraging transparency but just to indicate that our answer/solution to settle the current disagreement is most likely not in those notes.

Regards
Sent from my Asus Zenfone2
Kindly excuse brevity and typos.
On 1 Oct 2015 10:24, "Jordan Carter" <jordan at internetnz.net.nz<javascript:_e(%7B%7D,'cvml','jordan at internetnz.net.nz');>> wrote:
Hi Bruce

What advice has Jones Day or ICANN's in house legal team given to the Board - either directly or through management - or directly to management - that has led to erroneous conclusions regarding whether or not the decisions to exercise powers on the part of a member can be constrained or not?

Such erroneous conclusions were evident from the comments of some board members in Los Angeles.

Can that advise or a summary of it be shared with the CCWG?

Thanks
Jordan


On Thursday, 1 October 2015, Bruce Tonkin <Bruce.Tonkin at melbourneit.com.au<javascript:_e(%7B%7D,'cvml','Bruce.Tonkin at melbourneit.com.au');>> wrote:
Hello Farzaneh,


>>   I understand that the Board has made the Jones Day impact assessment available. But in a note it states that it has had discussions with advisors and staff. I would also like to request for any document that the Board has received in its discussion with the advisors and staff and notes of the  deliberation of their meetings.

Yes our intent is to make all documents available.   So far the only one that I am aware of is the Jones Day analysis that was published.

We received verbal briefings form the Advisors to the CCWG (https://community.icann.org/display/acctcrosscomm/Advisors<https://urldefense.proofpoint.com/v2/url?u=https-3A__community.icann.org_display_acctcrosscomm_Advisors&d=CQMFaQ&c=Od00qP2XTg0tXf_H69-T2w&r=1-1w8mU_eFprE2Nn9QnYf01XIV88MOwkXwHYEbF2Y_8&m=q1fJgwWq9e6Ee8Y34EUbrGHq64r_IFmZHql4hfJGqrU&s=--Mnlhn_IJ_T6ulR0eD2NGjX1nNQ9aEx3YZpgDs1RUw&e=>) , and I understand these advisors also gave verbal briefings to the CCWG, as well as any written comments they have posted to the public comments forum.


Regards,
Bruce Tonkin

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--
Jordan Carter
Chief Executive, InternetNZ

+64-21-442-649<tel:%2B64-21-442-649> | jordan at internetnz.net.nz<javascript:_e(%7B%7D,'cvml','jordan at internetnz.net.nz');>

Sent on the run, apologies for brevity

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--
Jordan Carter
Chief Executive, InternetNZ

+64-21-442-649 | jordan at internetnz.net.nz<mailto:jordan at internetnz.net.nz>

Sent on the run, apologies for brevity



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