[CCWG-ACCT] A plea for time

Seun Ojedeji seun.ojedeji at gmail.com
Sun Oct 11 16:48:46 UTC 2015


Hello,

I will like to hear how the scenario you indicated below will be different
if it were SM model? Please bear in mind that board still have fiduciary
responsibilities in both cases.

On a lighter note, is it not interesting(unfortunate) that self destruct
scenarios is one the factors informing our proposal.

Regards

Sent from my Asus Zenfone2
Kindly excuse brevity and typos.
On 11 Oct 2015 17:31, "Rubens Kuhl" <rubensk at nic.br> wrote:

> The ICANN Board has proposed the Community IRP as binding arbitration. The
> CCWG’s attorneys have said that the Board can refuse to implement such a
> binding arbitration decision if it claims that to implement it would be a
> breach of its obligations to act in the best interests of ICANN. This is
> true BUT the community representatives can then go to court and a court
> will enforce the arbitration decision if it disagrees with the Board's
> view. In my opinion this is precisely the type of safeguard we need to have
> in place because it ensures that an elected board made up of
> representatives of the multi-stakeholder community will always act, first,
> in the interests of a stable and secure Internet and it puts in place an
> independent arbiter to decide, in the final analysis, if the community or
> the board is right.
>
>
> Just a small stress-test on this: let's say that ICANN is behaving so
> erratically that the community asked for ICANN to dissolve itself. Board
> refuses, community goes to Community IRP and prevails. Board then refuses
> again, saying that fiduciary duties to the corporation prevent them from
> implementing that decision... when this matter goes to court, a court may
> say that the articles of incorporation indeed prevent the board from
> dissolving the company, no matter any reasoning to the contrary. The court
> might not have latitude to tell ICANN to do otherwise even if the court
> agrees with both the community and the IRP panel.
>
>
> Rubens
>
>
>
>
>
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