[CWG-Stewardship] FW: A supplementary financial / legal question from the CWG

[Jonathan Robinson]

All,

 

Please see below for an update in response to our questions to ICANN.


Jonathan & Lise

 

From: Theresa Swinehart [mailto:theresa.swinehart at icann.org] 
Sent: 09 June 2015 16:17
To: Jonathan Robinson; Lise Fuhr
Cc: Grace Abuhamad; Samantha Eisner; Xavier J. Calvez
Subject: Re: A supplementary financial / legal question from the CWG

 

Dear Jonathan and Lise, 





Thank you for your communication and question, and my apologies for the
delay in responding. We appreciate that the CWG is not seeking to change
ICANN's tax exempt status and thus implementation of the recommendations
should be handled with care and consideration, keeping this in mind. We
recognize and respect the outcomes achieved by the CWG and CWG's proposal
and, once approved through the process, look forward to implementing the
recommendations to develop the PTI while preserving the tax exempt status of
ICANN. 





Kind regards, 





Theresa

 

From: Jonathan Robinson <jrobinson at afilias.info>
Organization: Afilias
Reply-To: Jonathan Robinson <jrobinson at afilias.info>
Date: Tuesday, May 19, 2015 6:23 PM
To: Xavier Calvez <xavier.calvez at icann.org>, Samantha Eisner
<Samantha.Eisner at icann.org>
Cc: Theresa Swinehart <theresa.swinehart at icann.org>, Grace Abuhamad
<grace.abuhamad at icann.org>, Lise Fuhr <lise.fuhr at difo.dk>
Subject: A supplementary financial / legal question from the CWG

 

Dear Xavier / Dear Sam,

 

An additional question arising from the work of the CWG on IANA Stewardship
Transition has arisen.

 

The CWG currently envisages that the post transition entity (PTI) will be a
legally separate entity in the form of a Public Benefit Corporation.

However, we have not ruled out the use of a Delaware LLC with many of the
characteristics of a California public benefit corporation replicated.

 

The issue you which Sidley have been concerned about the CWG dealing with
and using your input to do so relates to the tax exempt status of the
entity.

We are advised that an LLC (subsidiary of ICANN) would simply benefit from
ICANNs tax exempt status whereas PTI as a PBC would need to apply for tax
exempt status in its own right. The inheritance of the tax exempt status by
PTI as an LLC is a potentially valuable benefit.

 

The specific question for you relates to whether or not you can foresee any
likelihood of a PTI making a taxable income and, in any event, is the tax
exempt (or not) status of the PTI entity an issue of any materiality?

Put another way, is there already or is there any future likelihood of an
income being generated within PTI and therefore, is the tax exempt status of
the PTI entity an issue?

 

If you are able to assist by providing an ICANN view on these matters that
will help the CWG in assessing the options of California PBC versus Delaware
LLC for the PTI entity.

 

I trust the above is clear and look forward to any assistance or guidance
you can provide.

 

Best wishes,

 

 

 

Jonathan Robinson

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