[Area 4] [CCWG-ACCT] [CCWG-Accountability] On legal advise concerning California non-profits

[Rudolph Daniel]

For me, there seems to be clear consensus that it is absolutely necessary
to have  impartial legal advice on this issue.
It may well emerge as a critical path in ccwg deliberations.
RD
 On Jan 22, 2015 9:40 PM, "Robin Gross" <robin at ipjustice.org> wrote:

> As a California attorney who has set up a number of California nonprofit
> corporations over the last decades and who understands the fiduciary
> relationship owed by an attorney to the corporation she represents and by a
> board member to the corporation it oversees, I can say we must have
> external legal advice to avoid both actual conflict of interest, but also
> to preclude the dismissal of the advice because of claims of conflict of
> interest.   This matter is so legally complex that we need very specialized
> legal expertise - not something a general council's office is best suited
> for as they work on a broad range of issues for one specific client.  That
> is why ICANN legal dept often utilizes the services of outside council to
> provide specific highly specialized legal expertise to the legal dept. on
> particular issues.  So I agree with Becky, Eberhard, Phil, Paul, David, and
> Avri for all of these reasons.
>
> Thanks,
> Robin
>
> On Jan 22, 2015, at 9:46 AM, Avri Doria wrote:
>
>  Hi,
>
> Additionally, borrowing from a another professional field: whenever
> contemplating surgery, get a second opinion.
>
> avri
>
> On 22-Jan-15 12:00, Greg Shatan wrote:
>
> I agree with Becky, Eberhard, Phil, Paul and David, for all their reasons
> and more.  If ICANN legal had all the expertise necessary, it would be a
> bad idea, due to lack of independence, ethical obligations to their client,
> etc.  And even if they are reasonably well-informed on California
> non-profit law, that is necessary but not sufficient for the task at hand.
> Someone with considerable expertise and experience in corporate governance
> (especially non-profit) and corporate structuring in a variety of contexts
> (a "big brain," so to speak) is also necessary.
>
>  (Notably, when ICANN has needed significant advice in this area in the
> past, it is my impression that they have turned to the international mega
> firm of Jones Day (the biggest thing to come out of Cleveland, Ohio since
>
>
>  Greg Shatan
>
>    *Gregory S. Shatan *
>
> Partner | *Abelman Frayne & Schwab*
>
> *666 Third Avenue **|** New York, NY 10017-5621*
>
> *Direct*  212-885-9253 *| **Main* 212-949-9022
>
> *Fax*  212-949-9190 *|* *Cell *917-816-6428
>
> *gsshatan at lawabel.com <gsshatan at lawabel.com>*
>
> *ICANN-related: gregshatanipc at gmail.com <gregshatanipc at gmail.com> *
>
> *www.lawabel.com <http://www.lawabel.com/>*
>
> On Thu, Jan 22, 2015 at 9:59 AM, Dr Eberhard Lisse <el at lisse.na> wrote:
>
>> Eric,
>>
>> I was not looking at it from that perspective, but Becky make sense,
>> ie if we get an opinion that is contrary to what ICANN has
>> previously asserted in court it would put ICANN in a difficult
>> position.
>>
>> Almost as much as their Counsel estopping ICANN on anything not yet
>> litigated.
>>
>>
>> So, we need "unconflicted" Counsel.
>>
>> el
>>
>> On 2015-01-22 16:49, Burr, Becky wrote:
>> > Eric, I have great respect for the ICANN legal staff, but I¹m not
>> > aware that anyone on staff possesses legal expertise on
>> > international law and/or California not-for-profit law.  More that
>> > that, we know that ICANN has asserted various limitations on some
>> > of the accountability mechanisms based on the ³fiduciary duty²
>> > of Board members to the corporation.  Whether the ideas in
>> > question are good or bad, there is some skepticism - and a
>> > conclusion by the Berkman Center during the first ATRT review that
>> > additional legal research was needed, about the legal positions
>> > asserted by ICANN¹s legal staff and its outside counsel.  Given
>> > the above, and ethical obligation of counsel to defend the views
>> > of its client vigorously, I disagree with your view that ICANN¹s
>> > counsel is well situated to provide the legal analysis we need.
>> >
>> >
>> >
>> >
>> > J. Beckwith Burr
>>
>> [...]
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>
>
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