[CCWG-ACCT] [CCWG-Accountability] On legal advise concerning California non-profits

[Greg Shatan]

I agree with Becky, Eberhard, Phil, Paul and David, for all their reasons
and more.  If ICANN legal had all the expertise necessary, it would be a
bad idea, due to lack of independence, ethical obligations to their client,
etc.  And even if they are reasonably well-informed on California
non-profit law, that is necessary but not sufficient for the task at hand.
Someone with considerable expertise and experience in corporate governance
(especially non-profit) and corporate structuring in a variety of contexts
(a "big brain," so to speak) is also necessary.

(Notably, when ICANN has needed significant advice in this area in the
past, it is my impression that they have turned to the international mega
firm of Jones Day (the biggest thing to come out of Cleveland, Ohio since


Greg Shatan

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On Thu, Jan 22, 2015 at 9:59 AM, Dr Eberhard Lisse <el at lisse.na> wrote:

> Eric,
>
> I was not looking at it from that perspective, but Becky make sense,
> ie if we get an opinion that is contrary to what ICANN has
> previously asserted in court it would put ICANN in a difficult
> position.
>
> Almost as much as their Counsel estopping ICANN on anything not yet
> litigated.
>
>
> So, we need "unconflicted" Counsel.
>
> el
>
> On 2015-01-22 16:49, Burr, Becky wrote:
> > Eric, I have great respect for the ICANN legal staff, but I¹m not
> > aware that anyone on staff possesses legal expertise on
> > international law and/or California not-for-profit law.  More that
> > that, we know that ICANN has asserted various limitations on some
> > of the accountability mechanisms based on the ³fiduciary duty²
> > of Board members to the corporation.  Whether the ideas in
> > question are good or bad, there is some skepticism - and a
> > conclusion by the Berkman Center during the first ATRT review that
> > additional legal research was needed, about the legal positions
> > asserted by ICANN¹s legal staff and its outside counsel.  Given
> > the above, and ethical obligation of counsel to defend the views
> > of its client vigorously, I disagree with your view that ICANN¹s
> > counsel is well situated to provide the legal analysis we need.
> >
> >
> >
> >
> > J. Beckwith Burr
>
> [...]
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