[CCWG-ACCT] FW: certification of legal issues requested

Gregory, Holly holly.gregory at sidley.com
Tue Oct 6 04:36:13 UTC 2015



To: mathieu.weill at afnic.fr; thomas at rickert.net; leonfelipe at sanchez.mx; ccwg-accountability5 at icann.org
Cc: Rosemary E. Fei (rfei at adlercolvin.com); Sidley ICANN CCWG; ICANN at adlercolvin.com
Subject: RE: certification of legal issues requested

Dear Co-Chairs,
Consider whether to certify to us the question of whether under ICANN's current structure
SOs and ACs have legal rights to select directors in line with designator rights under the California statute. Holly and Rosemary.



Sent with Good (www.good.com<http://www.good.com>)

________________________________
From: Gregory, Holly
Sent: Monday, October 05, 2015 09:38:10 PM
To: mathieu.weill at afnic.fr<mailto:mathieu.weill at afnic.fr>; thomas at rickert.net<mailto:thomas at rickert.net>; leonfelipe at sanchez.mx<mailto:leonfelipe at sanchez.mx>; ccwg-accountability5 at icann.org<mailto:ccwg-accountability5 at icann.org>
Cc: Rosemary E. Fei (rfei at adlercolvin.com<mailto:rfei at adlercolvin.com>); Sidley ICANN CCWG; ICANN at adlercolvin.com<mailto:ICANN at adlercolvin.com>
Subject: certification of legal issues requested
Dear Co-Chairs

Based on much discussion and a fair degree of confusion evident in the email exchange, we request that you consider certifying the following question to us


•         What are a director’s fiduciary duties to a California nonprofit public benefit corporation?  What is the relationship between these duties and the mission of the corporation?

In addition,  we note that Sam Eisner recently provided a note on the email regarding the availability of default judgments should the Board refuse to participate in an IRP.  We have a different view and would like you to certify that question to us.

We note as a general matter that we are not able to provide answers to legal questions unless certified but ICANN Legal of course has no such limits. It does put us in a difficult position when we don’t agree, since some may take our silence as an indication of agreement.


Kind regards,
 Holly and Rosemary


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.

****************************************************************************************************
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/accountability-cross-community/attachments/20151006/6022e4f7/attachment.html>


More information about the Accountability-Cross-Community mailing list