[Acct-Legal] certification of legal issues requested

[Gregory, Holly]

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<mailto:holly.gregory at sidley.com>
www.sidley.com<http://www.sidley.com/>
[http://www.sidley.com/files/upload/signatures/SA-autosig.png]<http://www.sidley.com/> SIDLEY AUSTIN LLP





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