[Acct-Legal] Fwd: [CCWG-ACCT] Accountability questions to law firms

Tue Apr 7 15:48:29 UTC 2015

Fourth and last email in thread (as of now).

Greg
---------- Forwarded message ----------
From: Paul Rosenzweig <paul.rosenzweig at redbranchconsulting.com>
Date: Tue, Apr 7, 2015 at 11:42 AM
Subject: Re: [CCWG-ACCT] Accountability questions to law firms
To: Pedro Ivo Ferraz da Silva <pedro.ivo at itamaraty.gov.br>,
accountability-cross-community at icann.org

I respectfully suggest that these same questions be asked of any other
national jurisdiction under potential consideration as an alternate place
of incorporation.   If we are going to honor the “least change” principle
that was so frequently noted in Istanbul we must, at a minimum, not spin
our wheels on jurisdiction without also analyzing the alternatives.

Paul

Paul Rosenzweig

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*From:* Pedro Ivo Ferraz da Silva [mailto:pedro.ivo at itamaraty.gov.br]
*Sent:* Tuesday, April 7, 2015 10:42 AM
*To:* accountability-cross-community at icann.org
*Subject:* [CCWG-ACCT] Accountability questions to law firms

Dear CCWG-colleagues,

Please find below a group of questions to be posed to the law firms
assisting the CCWG-Accountability.

·        Are there any restrictions in California law  or in applicable
federal US-law with respect to government officials (US or foreign)
becoming statutory members (or designators) of a non-profit organization?
Would all liabilities applied to US or foreign citizens in a membership (or
designator) structure  equally apply to a government official which has
legal immunity and privileges in the United States?

·        What are the specific legal requirements for a third-party which
may have approval or veto rights over board decisions and what are its
liabilities?

·        A community veto  (be it exercised in a membership or a designator
structure) over a bylaw change could be potentially reverted through a
court decision in California? Same question applies to a decision made by
an Independent Appeals Panel mechanism.

·        The fact that the "board bears ultimate responsibility for
corporate decisions and must provide oversight of the exercise of those
powers it has delegated" (Sidley Austin LLP, Initial Discussion Draft 1, p.
3) implies that the board may eventually revert a community veto (member or
designator structure) over its own decision or over the budget it has
originally approved?

·        Is the Californian Attorney General able to intervene in ICANN's
operations upon the complaint of a government (US or other)? How does this
situation relate to norms of international private law internalized by the
United States?

Thanks in advance,

Secretário Pedro Ivo Ferraz da Silva

Divisão da Sociedade da Informação (DI)

Ministério das Relações Exteriores - Brasil

T: + 55 61 2030-6609

Secretary Pedro Ivo Ferraz da Silva

Division of Information Society (DI)

Ministry of External Relations - Brazil

T: + 55 61 2030-6609

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