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

Fri Jan 23 07:10:06 UTC 2015

Thanks for the feedback Leon, just to ask, where is the sub-committee
discussion taking place... is there a public archive?

Regards

sent from Google nexus 4
kindly excuse brevity and typos.
On 23 Jan 2015 07:12, "León Felipe Sánchez Ambía" <leonfelipe at sanchez.mx>
wrote:

> Dear Seun,
>
> One of the outcomes of our Frankfurt meeting was the creation of the legal
> advice sub-group which will do exactly what you are suggesting with regards
> to the document built by the CWG. Our intention is not to reinvent the
> wheel and see what we can take from that document and what might be missing
> from this CCWG's perspective in order for us to scope our questions in
> relation with the requirements identified as another outcome of our F2F
> meeting.
>
> Kind regards,
>
> León
>
> Enviado desde mi iPhone
>
> El 22/01/2015, a las 23:52, Seun Ojedeji <seun.ojedeji at gmail.com>
> escribió:
>
> sent from Google nexus 4
> kindly excuse brevity and typos.
> On 23 Jan 2015 06:28, "Kieren McCarthy" <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>
> wrote:
> >>
> >> +1 Robin
> >>
> >> On Jan 22, 2015, at 8:41 PM, "Robin Gross" <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
> >>>>>
> >>>>> ICANN-related: gregshatanipc at gmail.com
> >>>>>
> >>>>> www.lawabel.com
> >>>>>
> >>>>>
> >>>>> 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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