[CCWG-ACCT] certification of legal issues requested

[Mathieu Weill]

Thanks Holly,

We have an agenda item in our upcoming call related to certification of requests. Suggest you bring it up at this point. 

Mathieu Weill
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Depuis mon mobile, désolé pour le style

> Le 6 oct. 2015 à 06:36, Gregory, Holly <holly.gregory at sidley.com> a écrit :
> 
>  
>  
> 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
>  SIDLEY AUSTIN LLP
>  
>  
>  
> 
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