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

[Steve Crocker]

Jonathan, et al,

Why is the CWG spending time on the rather arcane detail of whether the PTI should be a limited liability company (LLC) or a corporation?  This seems to me to be the kind of detail that is routinely handled by the technicians, i.e. people who are attorneys by training, but whose role is to be technical specialists in setting up business.  Further, for the purposes we’re talking about, there isn’t even much of a difference, and even further, it’s relatively easy to transform an LLC into a corporation, so even if the PTI were to start as a LLC, transforming it to a corporation would be doable.

It seems to me the relevant factors for this group are the scope of the PTI’s responsibilities, the scope of the board’s responsibilities, and how board members are appointed.  Deciding on the form of legal entity really is just a detail, and this seems like a fairly awkward venue for sorting out these details.

Steve


On Jun 9, 2015, at 11:21 AM, Jonathan Robinson <jrobinson at afilias.info> wrote:

> 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
> _______________________________________________
> CWG-Stewardship mailing list
> CWG-Stewardship at icann.org
> https://mm.icann.org/mailman/listinfo/cwg-stewardship

-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/cwg-stewardship/attachments/20150609/e415dd5a/attachment-0001.html>