[client com] Response B to Sidley Structure Document

[Client Committee List for CWG]

Holly,

I think it would be very helpful if you could provide some more specificity
and basis to validate the two statements cited in the exchange:

"*(a) Requires forming a new entity and on an ongoing basis attending to a
set of  associated corporate formalities, although those can be fairly
minimal;"*

​In this case it would be helpful to list the "associated corporate
formalities" to demonstrate that these can be "fairly minimal."  Some
mention of time and cost would also be helpful.  For example:

These corporate formalities ​would typically include preparing [documents
XYZ] and filing [documents ABC], as well as having an annual meeting of
[123] which can be conducted telephonically.  Other than the meeting, most
of these tasks would be handled by paralegals, with an approximate time
demand on all participants of less than 10 hours and an approximate cost
(including filing fees) of less than [$10,000].  The meeting would require
less than two hours of each participant's time, and would require a lawyer
(with paralegal assistance) to prepare fairly standardized documents. at a
cost not likely to exceed [$10,000].  We cannot envision any reasonable
scenario where the burden of such corporate formalities would be
significantly greater than described above.


"
*​​ (c) May have some negative impact on operational efficiency due to the
functional separation, and the separate legal status will introduce some
additional costs, although those should not be significant."*

​Here it could be something like:

The additional costs associated with separate legal status generally
consist of [XYZ]​, which we expect would likely cost no more than
$[______].  We do not believe that there is any way these costs would
become significant greater.


​Right now the conversation in the CWG has introduced the possibility that
these could be significant burdens.  Some of this may be inadvertent.  Some
of this may be due to an excess of caution.  Some of this may be due to
those who oppose structural separation looking for any dirt they can throw
on the option.  Either way, I think this is unfounded and I'd like to take
one more shot at closing this line of thinking off for the vast majority of
the group (if that's consistent with reality and your views).  ​
​I hope this helps.

Greg​

On Tue, Apr 21, 2015 at 8:08 AM, Client Committee List for CWG <
cwg-client at icann.org> wrote:

>  Thanks Greg, an interesting discussion but I'm unclear on what you would
> like us to further comment.  We stand by our advice and if you would like
> to include "counsel advises" we have no objection.  Holly
>
>
>
> Sent with Good (www.good.com)
>
> ------------------------------
> *From:* cwg-client-bounces at icann.org on behalf of Client Committee List
> for CWG
> *Sent:* Tuesday, April 21, 2015 01:34:11 AM
> *To:* Client
> *Subject:* [client com] Response B to Sidley Structure Document
>
>   Sidley team,
>
>  This document has a second thread that emerged in response to your
> draft.  THis comments directly on some of your language, and thus requires
> a response.
>
> That's all for tonight.
>
>  Greg
>
>
>
>
> ****************************************************************************************************
> This e-mail is sent by a law firm and may contain information that is
> privileged or confidential.
> If you are not the intended recipient, please delete the e-mail and any
> attachments and notify us
> immediately.
>
>
> ****************************************************************************************************
>
> _______________________________________________
> Cwg-client mailing list
> Cwg-client at icann.org
> https://mm.icann.org/mailman/listinfo/cwg-client
>
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/cwg-client/attachments/20150421/90556f16/attachment.html>