[Acct-Legal] Sidley Austin and Adler & Colvin: Legal Assessment: Proposed Accountability Mechanisms

[Rosemary E. Fei]

On a purely logistical note, please include Emily Chan from the Adler & Colvin team, in addition to any others here who might be relevant, since she is in charge of making sure all correspondence gets into our files.  She is cc'ed on this email.  Thanks.

Rosemary

Rosemary E. Fei
Adler & Colvin
235 Montgomery Street, Suite 1220
San Francisco, CA 94104
415/421-7555 (phone)
415/421-0712 (fax)
rfei at adlercolvin.com
www.adlercolvin.com




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From: Robin Gross [mailto:robin at ipjustice.org]
Sent: Saturday, April 11, 2015 11:47 AM
To: Gregory, Holly
Cc: Jordan Carter; León Felipe Sánchez Ambía; Greg Shatan; Rosemary E. Fei; ccwg-accountability5 at icann.org
Subject: Re: Sidley Austin and Adler & Colvin: Legal Assessment: Proposed Accountability Mechanisms

Thanks, Holly.

Would it be possible to get analysis of the community veto proposal rather than the one sentence: "This type of community veto power is not legally viable unless it is accomplished through other structures discussed, such as with statutory members or with a full board / small board approach."

Perhaps it wasn't clear in the template that this mechanism would have to be exercised under one of the different corporate governance models under consideration.  So we were hoping to see some evaluation of the *how* this power could be exercised under the different models under consideration.  I note in the template for "existing AC/SO structures" describes a designator structure in which the Advisory Committees and Supporting Organizations form unincorporated associations and are provided with some of the powers at issue here.  This specific community veto proposal could be one example of these designators exercising powers.  And the legal memo says (without saying) that some kind of community veto proposal could be legally viable under a membership structure, the full/small board approach and possibly other structures - like described in the earlier template on existing AC/SO structures.

So I was hoping we could get the evaluation of this community veto proposal that the other proposals were given: *how* would we exercise a power like this under the structures in consideration?  Would that be possible?

Thank you,
Robin

On Apr 11, 2015, at 5:07 AM, Gregory, Holly wrote:


Jordan,  Here is the email that I sent last night .  Not sure why it hasn't gone through.  Holly

HOLLY GREGORY
Partner

Sidley Austin LLP
+1.212.839.5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>

From: Gregory, Holly
Sent: Saturday, April 11, 2015 12:24 AM
To: León Felipe Sánchez Ambía; ccwg-accountability5 at icann.org<mailto:ccwg-accountability5 at icann.org>; Gregory S. Shatan (gsshatan at lawabel.com<mailto:gsshatan at lawabel.com>)
Cc: ACCT-Staff; rfei at adlercolvin.com<mailto:rfei at adlercolvin.com>; Steven Chiodini; Stephanie Petit; Boelter, Jessica C.K.; Boucher, Rick; Clark, Michael A.; Flanagan, Sharon; Fuller, Miles; Gregory, Holly; Hilton, Tyler; Hofheimer, Joshua T.; Kerry, Cameron; McNicholas, Edward R.; Mohan, Vivek; Tam, Tennie H.; Zagorin, Janet S.
Subject: Sidley Austin and Adler & Colvin: Legal Assessment: Proposed Accountability Mechanisms

Dear Legal Sub-team and CCWG,
Attached please find a joint preliminary analysis from Sidley Austin and the Adler & Colvin firm of the viability of various accountability mechanisms and powers currently under consideration by CCWG, as reflected in the draft templates that you provided us.  In addition to the cover memo, we have provided analysis at the end of each of the templates  in  sections entitled "Legal Analysis and Viability."
We look forward to presenting to CCWG an overview of the key legal issues that should frame your consideration.
Kind regards,
Holly
HOLLY J.  GREGORY
Partner

Sidley Austin LLP
+1.212.839.5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>






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<Combined CCWG Cover Memo and Templates.pdf>



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