[CWG-Stewardship] Questions for "Outside Counsel"? -- REPLIES REQUESTED

[Alan Greenberg]

AG1: I would also flip Milton's 1 around and ask 
how the relationship could be defined to 
constrain the MRT to act as a fair MS body as envisioned in the proposal.

AG2: related question is what legal status does 
the MRT (or perhaps its parent if there is one) 
have to possess to allow it to be identified as 
the source of Contract Co's instructions (as per 
its bylaws or Articles of Incorporation?

AG3: How can we ensure that the Contract Co. 
functionality as envisioned survives its bankruptcy.

AG4: If Contract Co is structured to ensure that 
its Board cannot alter its mandate, how can it 
change to adapt to some future, currently unseen, need?

Alan

At 18/12/2014 02:42 PM, Milton L Mueller wrote:


>Greg,
>Good initiative.
>
>I would put forward the following questions and 
>give you latitude to merge them with questions 
>motivated by the same concerns or to rephrase them in more legalistic terms:
>
>1.      How could the relationship between the 
>MRT and the Contract Co. be defined in such a 
>way as to constrain the Contract Co. to follow the instructions of the MRT?
>2.      Where would the legal documents defining 
>the composition of the MRT reside? With Contract 
>Co. or with ICANN or with the MRT itself? If the 
>MRT, and MRT is unincorporated how would that 
>work? If with Contract Co., how would they be modified?
>3.      Should the officers/staff of the 
>Contract Co. be drawn from the chairs/members of 
>the MRT or should they be separate?
>
>I’ll probably think of 3-4 other questions 
>after the deadline, but this will do for now
>
>From: cwg-stewardship-bounces at icann.org 
>[mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Greg Shatan
>Sent: Thursday, December 18, 2014 12:28 PM
>To: Gomes, Chuck
>Cc: cwg-stewardship at icann.org
>Subject: Re: [CWG-Stewardship] Questions for 
>"Outside Counsel"? -- REPLIES REQUESTED
>
>Thanks to Guru, Maarten and Chuck for their 
>contributions to this list.  I will keep this 
>list open until 23:59 UTC today, and then use it 
>to put a request to staff and thence to ICANN 
>for such "expert" assistance (the 
>CCWG-Accountability gets a slate of experts, but 
>we will hopefully get some expert guidance as well....)
>
>Greg
>
>Gregory S. Shatan | 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
>
><mailto:gsshatan at lawabel.com>gsshatan at lawabel.com
>
>ICANN-related: <mailto:gregshatanipc at gmail.com>gregshatanipc at gmail.com
>
>www.lawabel.com
>
>On Thu, Dec 18, 2014 at 11:50 AM, Gomes, Chuck 
><<mailto:cgomes at verisign.com>cgomes at verisign.com> wrote:
>A very broad question is whether the proposal 
>for Contract Co. and the MRT is legally 
>viable.  If not, is it possible to make it 
>viable and how?  What advice can you provide about this direction?
>
>With these questions we should attach whatever 
>is the latest version of the proposal at the time.
>
>Chuck
>
>From: 
><mailto:cwg-stewardship-bounces at icann.org>cwg-stewardship-bounces at icann.org 
>[mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Greg Shatan
>Sent: Tuesday, December 16, 2014 8:17 AM
>To: <mailto:cwg-stewardship at icann.org>cwg-stewardship at icann.org
>Subject: [CWG-Stewardship] Questions for 
>"Outside Counsel"? -- REPLIES REQUESTED
>
>All:
>
>As previously discussed, there are several 
>aspects of our work where we thought it would be 
>helpful to get legal advice from independent counsel.
>
>I've been advised that in order to make this 
>request, we should have a list of the questions 
>we would like to put to counsel.
>I am starting this thread in the hopes that 
>others in the CWG will reply with the questions 
>they believe the CWG should put to counsel.
>
>Thank you for your contributions!
>
>Greg Shatan
>
>
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