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

[Greg Shatan]

I support certifying these matters to our counsel for advice.

Greg

On Tue, Oct 6, 2015 at 12:36 AM, Gregory, Holly <holly.gregory at sidley.com>
wrote:

>
>
>
>
> *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)
>
>
> ------------------------------
>
> *From:* Gregory, Holly
> *Sent:* Monday, October 05, 2015 09:38:10 PM
> *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:* 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
> www.sidley.com
>
> [image: http://www.sidley.com/files/upload/signatures/SA-autosig.png]
> <http://www.sidley.com/> *SIDLEY AUSTIN LLP*
>
>
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>
>
>
>
>
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