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

Fri Jan 23 07:07:04 UTC 2015

sent from Google nexus 4
kindly excuse brevity and typos.
On 23 Jan 2015 07:58, "Dr Eberhard Lisse" <el at lisse.na> wrote:
>
> Unreadable.
>
Perhaps not seeing the file initially shared by Chris on all your client
devices is related.

All the best with fixing your clients.

Cheers!

> 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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> --
> Dr. Eberhard W. Lisse  \        / Obstetrician & Gynaecologist (Saar)
> el at lisse.NA            / *     |   Telephone: +264 81 124 6733 (cell)
> PO Box 8421             \     /
> Bachbrecht, Namibia     ;____/
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