[CWG-Stewardship] Concern with Contract Co.

[Gomes, Chuck]

Alan,

That is why I suggested on this week’s call that we should get some independent legal experts to give us advice and that we should start that process right away.

Chuck

From: cwg-stewardship-bounces at icann.org [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Alan Greenberg
Sent: Friday, November 28, 2014 6:42 PM
To: Greg Shatan; Olivier MJ Crepin-Leblond
Cc: cwg-stewardship at icann.org
Subject: Re: [CWG-Stewardship] Concern with Contract Co.

In Frankfurt we used the term "entity" as if it was something other than some for of company or corporation. We have now replaced it with "corporation". Others assure me that a corporation is possible with no Board or members or owners or shareholders or officers or bank account, but I have yet to fully understand how this works.

I will be addressing some of this in my comments, hopefully later tonight.

Alan

At 28/11/2014 06:32 PM, Greg Shatan wrote:

Olivier,

I'm not sure exactly what you mean by the "configuration" of Contract Co.  We certainly have discussed the "form" the entity would take, i.e., a nonprofit corporation.  Place of incorporation has not been significantly discussed in recent days, though we had a number of email exchanges and some discussion of jurisdiction earlier in a variety of contexts.

Greg

On Fri, Nov 28, 2014 at 6:19 PM, Olivier MJ Crepin-Leblond <ocl at gih.com<mailto:ocl at gih.com>> wrote:
On 28/11/2014 16:36, Milton L Mueller wrote:




From: cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org> [ mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Bertrand de La Chapelle
Is the idea of a contract Co. a done deal? Establishing any organization with whatever limited staff is usually a recipe for its growth in time.

MM: The idea that there should be a contracting entity separate from ICANN is, I believe, a done deal. It reflects some of the principles we agreed on (such as separability) and the general agreement that, as the draft proposal says,
“The current arrangements provided by the NTIA for the oversight and accountability of the IANA Functions are generally satisfactory and the objective of the CWG is to replicate these as faithfully as possible”

This is not at all how I understood it. The discussion on whether the "contracting entity" should be a contract co. or something else has never been touched - certainly no alternatives have been seriously considered.



MM: On the other hand, whether the specific configuration of the Contract Co. is optimal for achieving those purposes could still be open. I would say is still open to _modification_; any modification that accomplishes the agreed objectives but avoids any problems that might arise would be welcomed by the CWG I imagine.

The configuration of the Contract Co. has not been discussed either. We know what functions should be undertaken and what broad characteristics would be needed. No discussion of jurisdiction nor configuration of the entity has been done except on RFP4 call today where we started to touch on it.
Kind regards,
Olivier
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