[CCWG-ACCT] Lawyers' Comments on CCWG Comments on Draft New ICANN Bylaws

[Andrew Sullivan]

Hi,

I do not understand the reasons for the proposed additions to comment
2.  In particular, the changes to 2.3 appear to miss the point of the
WG's remarks.

That some as-yet unwritten document will exist in the future is
completely irrelevant to whether it ought to be protected from
challenge under the Mission.  It wouldn'r even matter if that document
were only to say "A=A" (or some other necessary truth).  The document
is being protected from challenge under the Mission, and (1) nobody
knows _now_ what it will say in the future and (2) it shouldn't even
possibly be inconsistent with the Mission.  If it's not inconsistent
with the Mission, it can't be challenged effectively.  If it _is_
inconsistent with the Mission, it _ought_ to be subject to such a
challenge anyway.

Moreover, asking "the groups most directly involved" for their opinion
is not the right thing to do.  These grandfathering clauses were not
in the ICG report, and were not in the CCWG-Accountability report.
There is no basis in any request by anyone for the grandfathering in
subsections (B) through (E).  The lawyers were supposed to implement
the reports, not come up with things that people might want and
implement those things.  These clauses should be deleted, _point
finale_, full stop, period.  There is no basis for them in the
reports, so they're not allowed.  This isn't an obscure point, and the
previous justifications offered by the lawyers do not address it.  

Best regards,

A

On Sat, May 07, 2016 at 05:27:53PM +0000, Grapsas, Rebecca wrote:
> Holly Gregory asked that I forward the email below.  Please post to the CCWG and BCG lists on her behalf.
> 
> 
> Dear CCWG-ACCT Co-Chairs, Members, Participants, and ICANN Staff,
> 
> Attached please find comments from Sidley and Adler on the CCWG’s Comments on Draft New ICANN Bylaws (tracked changes in Word and PDF).
> 
> Please note that we have serious concerns around comments 9 and 10 and believe that, as currently stated, they are based on misreadings of the draft Bylaws in the relation to the CCWG Proposal.
> 
> Kind regards,
> 
> Holly and Rosemary
> 
> 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/>
> 
> 
> 
> 
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-- 
Andrew Sullivan
ajs at anvilwalrusden.com