[CCWG-ACCT] Adler & Colvin Comments on Executive Summary Draft

[Rosemary E. Fei]

Dear Co-Chairs:
Adler & Colvin’s comments on the Executive Summary are attached; our apologies for missing the deadline (by 110 minutes).  As Holly noted, these comments have not been reviewed by or coordinated with Sidley.  Similarly, we have not had time to go back through proposals, emails, and meeting notes to confirm our recollection of how various decisions have been made to date, so some comments may reflect the wrong understanding and should be ignored.  The mark-up includes both some line edits, and comments in bubbles.  We attach a PDF, to ensure the comment bubbles will be visible regardless of users’ software.
We agree with Sidley’s overall comments on length and duplication, and more substantively on how particular community powers will be exercised.  Given that this is an Executive Summary, you might consider presenting a single full escalation pathway as an illustration only, and then note that the paths will vary as appropriate for the exercise of other community powers.  A chart comparing escalation pathways across powers and noting the differing required thresholds for approval at each stage by power, might be more useful to understanding than the separate detailed descriptions of each escalation path provided in this draft.
Please let us know how we may assist you further.
Rosemary
Rosemary E. Fei
Adler & Colvin
235 Montgomery Street, Suite 1220
San Francisco, CA 94104
415/421-7555 (phone)
415/421-0712 (fax)
rfei at adlercolvin.com
www.adlercolvin.com



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From: <accountability-cross-community-bounces at icann.org<mailto:accountability-cross-community-bounces at icann.org>> on behalf of "Gregory, Holly" <holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>>
Date: Tuesday 10 November 2015 at 8:37 p.m.
To: "mathieu.weill at afnic.fr<mailto:mathieu.weill at afnic.fr>" <mathieu.weill at afnic.fr<mailto:mathieu.weill at afnic.fr>>, "thomas at rickert.net<mailto:thomas at rickert.net>" <thomas at rickert.net<mailto:thomas at rickert.net>>, "leonfelipe at sanchez.mx<mailto:leonfelipe at sanchez.mx>" <leonfelipe at sanchez.mx<mailto:leonfelipe at sanchez.mx>>
Cc: Sidley ICANN CCWG <sidleyicannccwg at sidley.com<mailto:sidleyicannccwg at sidley.com>>, "ACCT-Staff (acct-staff at icann.org<mailto:acct-staff at icann.org>)" <acct-staff at icann.org<mailto:acct-staff at icann.org>>, "ICANN at adlercolvin.com<mailto:ICANN at adlercolvin.com>" <ICANN at adlercolvin.com<mailto:ICANN at adlercolvin.com>>, Accountability Cross Community <accountability-cross-community at icann.org<mailto:accountability-cross-community at icann.org>>
Subject: [CCWG-ACCT] Sidley Comments on Executive Summary Draft

Dear Co-Chairs and CCWG,

Attached please find Sidley’s comments on the draft Executive Summary.  Given the very short window for review we have not had time to coordinate  our comments with the Adler firm  and apologize for that.  Adler will be sending their comments separately.  Please note also that given the very short time frame we have not been able to go back and check against the transcripts of the various meetings and therefore are relying on memory for our understanding of where the CCWG has formed consensus (or near consensus) on various issues.

Overall we find the Executive Summary overly long with significant redundancies.  We think it would benefit from  a thorough edit by your professional writers.  We also believe that the summary is inaccurate in its description of the community processes with respect to the decisions to:  (1) remove individual directors and (2) approve Fundamental Bylaws. (We agree with Jordan’s comments on the Fundamental Bylaws.) We also recommend that a more pointed discussion of the CWG dependencies be added so that the reader can understand the broader context in which the Proposal has been developed.  We have also edited errors in the description of the legal framework that applies.  We have noted these comments in the draft.

Please let us know if you would like to discuss or if we can be of further assistance with this draft.

Kind regards,
Holly

HOLLY J. GREGORY
Partner and Co-Chair
Corporate Governance & Executive Compensation Practice Group
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>
www.sidley.com<http://www.sidley.com/>
[http://www.sidley.com/files/upload/signatures/SA-autosig.png]<http://www.sidley.com/> SIDLEY AUSTIN LLP





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