[CWG-Stewardship] Concern with Contract Co.

[Alan Greenberg]

And now that you have shared that, those of us who have not practiced law for 28 years are a bit less blind.  ;-)

-- 
Sent from my mobile. Please excuse brevity and typos.

On November 29, 2014 12:52:27 AM EST, Greg Shatan <gregshatanipc at gmail.com> wrote:
>I would hardly say that we are running blind.  I've been practicing law
>for
>28 years, and I've been trying to share what I know in as
>objective/coordinator-like way as possible.  We have other other
>lawyers on
>the committee as well.  In any event, the basic concepts are fairly
>straightforward until we get fairly far into the subject.  The basic
>high
>level concepts can be set out in a couple of paragraphs
>
>"Entity" is generally used, and I believe fairly clearly was used in
>this
>instance, to refer to organizations with legal standing/existence (or
>"legal personality," as I've also seen it called in European circles).
>This embraces corporations, limited liability corporations, nonprofit
>corporations, partnerships (general, limited, limited liability, etc.),
>trusts, estates, etc.  So, it is merely a generic term (in the
>traditional
>sense) that embraces a corporate entity amongst other types of
>entities.
>Entities can sue and be sued, own property, enter into contracts, etc.
>--
>things that a committee (like our own) cannot do. In short, a
>corporation
>is a type of legal entity (but a committee is not) and references to
>entities would include corporations (but not committees).
>
>As far as the basics of corporate configuration, at least in the US and
>other jurisdictions that I am familiar with.  For-profit corporations
>have
>owners; this ownership is reflected through the issuance of shares, so
>the
>owners can also be called shareholders.  Nonprofit corporations cannot
>have
>owners (except that in certain jurisdictions a nonprofit corporation
>can
>own a subsidiary that is also a nonprofit corporation). A corporation
>may
>be formed by a single incorporator, but is generally required to put a
>board in place (and by laws, as well).  The minimum board size is
>usually
>3.  The minimum number of officers is also typically 3 (President, Vice
>President, and Secretary/Treasurer), but these can (but need not) be
>the
>same people as the 3 directors.  A corporation doesn't need to have a
>bank
>account (unless it has money or needs to send or receive money, in
>which
>case it should have an account).  I'm not aware of any way for a
>corporation to carry on business without directors or officers. 
>However,
>at least in the case of nonprofits, the officers do not need to be
>employees of the corporation or remunerated in any way (for example, I
>am
>the Vice President and a Member of the Board of the Columbia Summer
>Winds,
>Inc., a New York nonprofit corporation, but I am not an employee or
>paid in
>any way).  Also, there are corporate service companies that provide
>disinterested directors as a service to limited purpose companies that
>need
>directors as a formality, so that might be what your source was
>thinking
>about.
>
>I hope this helps.
>
>Greg
>
>(Caveat: this is not legal advice, in the sense of advice that would
>tend
>to form a lawyer/client relationship).
>
>On Fri, Nov 28, 2014 at 11:44 PM, Alan Greenberg
><alan.greenberg at mcgill.ca>
>wrote:
>
>> Indeed and I had no objection to that. But at the moment, we are
>running
>> blind.
>> --
>> Sent from my mobile. Please excuse brevity and typos.
>>
>>
>> On November 28, 2014 11:24:58 PM EST, "Gomes, Chuck"
><cgomes at verisign.com>
>> wrote:
>>>
>>>  Alan,
>>>
>>>
>>>
>>> That is why I suggested on this week’s call that we should get some
>>> independent legal experts to give us advice and that we should start
>that
>>> process right away.
>>>
>>>
>>>
>>> Chuck
>>>
>>>
>>>
>>>  *From:* cwg-stewardship-bounces at icann.org [mailto:
>>> cwg-stewardship-bounces at icann.org] *On Behalf Of *Alan Greenberg
>>> *Sent:* Friday, November 28, 2014 6:42 PM
>>> *To:* Greg Shatan; Olivier MJ Crepin-Leblond
>>> *Cc:* cwg-stewardship at icann.org
>>> *Subject:* Re: [CWG-Stewardship] Concern with Contract Co.
>>>
>>>
>>>
>>> In Frankfurt we used the term "entity" as if it was something other
>than
>>> some for of company or corporation. We have now replaced it with
>>> "corporation". Others assure me that a corporation is possible with
>no
>>> Board or members or owners or shareholders or officers or bank
>account, but
>>> I have yet to fully understand how this works.
>>>
>>> I will be addressing some of this in my comments, hopefully later
>tonight.
>>>
>>> Alan
>>>
>>> At 28/11/2014 06:32 PM, Greg Shatan wrote:
>>>
>>>  Olivier,
>>>
>>> I'm not sure exactly what you mean by the "configuration" of
>Contract
>>> Co.  We certainly have discussed the "form" the entity would take,
>i.e., a
>>> nonprofit corporation.  Place of incorporation has not been
>significantly
>>> discussed in recent days, though we had a number of email exchanges
>and
>>> some discussion of jurisdiction earlier in a variety of contexts.
>>>
>>> Greg
>>>
>>> On Fri, Nov 28, 2014 at 6:19 PM, Olivier MJ Crepin-Leblond
><ocl at gih.com>
>>> wrote:
>>>
>>> On 28/11/2014 16:36, Milton L Mueller wrote:
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>  From: cwg-stewardship-bounces at icann.org [
>>> mailto:cwg-stewardship-bounces at icann.org
>>> <cwg-stewardship-bounces at icann.org>] On Behalf Of Bertrand de La
>Chapelle
>>>
>>>  Is the idea of a contract Co. a done deal? Establishing any
>organization
>>> with whatever limited staff is usually a recipe for its growth in
>time.
>>>
>>>
>>>
>>>  MM: The idea that there should be a contracting entity separate
>from
>>> ICANN is, I believe, a done deal. It reflects some of the principles
>we
>>> agreed on (such as separability) and the general agreement that, as
>the
>>> draft proposal says,
>>>
>>> “The current arrangements provided by the NTIA for the oversight
>and
>>> accountability of the IANA Functions are generally satisfactory and
>the
>>> objective of the CWG is to replicate these as faithfully as
>possible”
>>>
>>>
>>>
>>> This is not at all how I understood it. The discussion on whether
>the
>>> "contracting entity" should be a contract co. or something else has
>never
>>> been touched - certainly no alternatives have been seriously
>considered.
>>>
>>>
>>>
>>>
>>> MM: On the other hand, whether the specific configuration of the
>Contract
>>> Co. is optimal for achieving those purposes could still be open. I
>would
>>> say is still open to _modification_; any modification that
>accomplishes the
>>> agreed objectives but avoids any problems that might arise would be
>>> welcomed by the CWG I imagine.
>>>
>>>
>>>
>>> The configuration of the Contract Co. has not been discussed either.
>We
>>> know what functions should be undertaken and what broad
>characteristics
>>> would be needed. No discussion of jurisdiction nor configuration of
>the
>>> entity has been done except on RFP4 call today where we started to
>touch on
>>> it.
>>>
>>>  Kind regards,
>>>
>>>  Olivier
>>>
>>> _______________________________________________
>>>
>>> CWG-Stewardship mailing list
>>>
>>> CWG-Stewardship at icann.org
>>>
>>>  https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>>
>>>
>>>
>>>
>>>
>
>
>-- 
>
>*Gregory S. Shatan **ï* *Abelman Frayne & Schwab*
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>
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>
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