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

Fri Jan 23 06:57:39 UTC 2015

Unreadable.

el

On 2015-01-23 07:52, Seun Ojedeji wrote:
> sent from Google nexus 4
> kindly excuse brevity and typos.
> On 23 Jan 2015 06:28, "Kieren McCarthy" <kierenmccarthy at gmail.com
> <mailto:kierenmccarthy at gmail.com>> wrote:
>>
>>
>> Can we all stop wasting time writing long treatises agreeing with one
> another and get to the nub of this issue: who will pay for the advice;
> who is the lawyer or firm to approach; and how do we boil down the
> excessively long query document to something manageable?
>>
> +1 to the 3 questions above which I will say has asked and
> answered/acted upon within CWG. Inview of this, I will add a 4th
> question; can the ccwg have a look at CWG questions to see if theirs is
> already covered and if not, whether it can be included.
> 
> We don't need to reinvent the wheel of this legal process delaying the
> process unnecessarily. However if ccwg still prefers to do it's thing
> independently then please let's answer the 3 questions raise by Kieren.
> 
> Regards
>> Kieren
>>
>> -
>> [sent through phone]
>>
>>
>> On Thu, Jan 22, 2015 at 9:00 PM, Drazek, Keith <kdrazek at verisign.com
> <mailto:kdrazek at verisign.com>> wrote:
>>>
>>> +1 Robin
>>>
>>> On Jan 22, 2015, at 8:41 PM, "Robin Gross" <robin at ipjustice.org
> <mailto:robin at ipjustice.org>> wrote:
>>>
>>>> As a California attorney who has set up a number of California
> nonprofit corporations over the last decades and who understands the
> fiduciary relationship owed by an attorney to the corporation she
> represents and by a board member to the corporation it oversees, I can
> say we must have external legal advice to avoid both actual conflict of
> interest, but also to preclude the dismissal of the advice because of
> claims of conflict of interest.   This matter is so legally complex that
> we need very specialized legal expertise - not something a general
> council's office is best suited for as they work on a broad range of
> issues for one specific client.  That is why ICANN legal dept often
> utilizes the services of outside council to provide specific highly
> specialized legal expertise to the legal dept. on particular issues.  So
> I agree with Becky, Eberhard, Phil, Paul, David, and Avri for all of
> these reasons.
>>>>
>>>> Thanks,
>>>> Robin
>>>>
>>>> On Jan 22, 2015, at 9:46 AM, Avri Doria wrote:
>>>>
>>>>> Hi,
>>>>>
>>>>> Additionally, borrowing from a another professional field: whenever
> contemplating surgery, get a second opinion.
>>>>>
>>>>> avri
>>>>>
>>>>> On 22-Jan-15 12:00, Greg Shatan wrote:
>>>>>>
>>>>>> 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
>>>>>>
>>>>>> Gregory S. Shatan 
>>>>>>
>>>>>> Partner | Abelman Frayne & Schwab
>>>>>>
>>>>>>
>>>>>> 666 Third Avenue | New York, NY 10017-5621
>>>>>>
>>>>>> Direct  212-885-9253 | Main 212-949-9022
>>>>>>
>>>>>> Fax  212-949-9190 | Cell 917-816-6428
>>>>>>
>>>>>> gsshatan at lawabel.com <mailto:gsshatan at lawabel.com>
>>>>>>
>>>>>> ICANN-related: gregshatanipc at gmail.com
> <mailto:gregshatanipc at gmail.com> 
>>>>>>
>>>>>> www.lawabel.com <http://www.lawabel.com>
>>>>>>
>>>>>>
>>>>>> On Thu, Jan 22, 2015 at 9:59 AM, Dr Eberhard Lisse <el at lisse.na
> <mailto: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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>>>>>>
>>>>>>
>>>>>>
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