[CWG-Stewardship] Sidley Austin LLP

[James Gannon]

The engagement letter states very clearly that while ICANN is the legal client (They are paying the bill) that all direction is to come exclusively from the Client Committee and that

“ICANN will have no rights or input as a client to direct or affect the advice and consultation with the CWG”

I don’t feel that any accusations of bad faith are going to assist us in moving forward with this CWG, I think that we need to be objective in our reading of the engagement letter and listen to the very exact language used in it

I urge that we as a group move on now that we have obtained legal representation and let’s continue making some meaningful progress on what we are all here to do, build a viable transition plan for the IANA functions. If we allow ourselves to get bogged down in yet more topics of administration and process we are not going to be able to make solid progress before Istanbul.

From: cwg-stewardship-bounces at icann.org [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of John Poole
Sent: Monday, March 09, 2015 10:55 PM
To: Jonathan Robinson
Cc: cwg-stewardship at icann.org
Subject: Re: [CWG-Stewardship] Sidley Austin LLP

Jonathan:
I find this very troubling. ICANN is the client. Specifically, CWG-Stewardship is NOT the client, so what good is Sidley Austin's advice? Sidley Austin owes CWG-Stewardship none of the duties required of attorneys to clients under the California Code of Professional Responsibility. This is not what I understood CWG-Stewardship was getting, and I feel CWG-Stewardship has been intentionally misled. For all intents and purposes, ICANN could have made the same arrangements with Jones Day as they did with Sidley Austin, and saved us the time and trouble. Has anyone on the Client Committee reviewed independently the California Code of Professional Conduct and sought the opinion of a qualified non-interested California Attorney before agreeing to this? There are serious ramifications as to who is the named "client"--including the duty of loyalty--of which ICANN legal staff and Sidley Austin are fully aware. When did the Client Committee agree that the client for our "independent legal counsel" would be ICANN? Why was that not disclosed until now to all members and participants of CWG-Stewardship? Jonathan, is this what you mean by "good faith?" Let me make this plain for everyone--what the Client Committee has obtained is "ICANN outside Legal Counsel" for our use, but NOT Independent Legal Counsel--"Independent" means "independent of ICANN." Now I understand why ICANN legal staff and Jones Day have been intimately involved in the Client Committee process while members and participants of CWG-Stewardship were intentionally kept in the dark. This is not "good faith"--this reeks of "bad faith." -- John Poole

On Mon, Mar 9, 2015 at 4:16 PM, Jonathan Robinson <jonathan.robinson at ipracon.com<mailto:jonathan.robinson at ipracon.com>> wrote:
All,

You may find the attached a more easily digestible summary of key terms.

Jonathan

From: Jonathan Robinson [mailto:jrobinson at afilias.info<mailto:jrobinson at afilias.info>]
Sent: 09 March 2015 21:06
To: cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: RE: Sidley Austin LLP

All,

Please see attached for the executed engagement letter with Sidley Austin.

Jonathan

From: Jonathan Robinson [mailto:jrobinson at afilias.info]
Sent: 08 March 2015 21:46
To: cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: Sidley Austin LLP

Dear All,

As of Friday 6 March, the CWG-Stewardship has engaged Sidley Austin LLP to advise and consult on the CWG’s development of a transition proposal.

In the past two weeks, the Client Committee shortlisted three firms, interviewed each of them, and retained one. We chose to retain Sidley primarily because they envisaged the engagement as consultation rather than pure advice. In addition, Sidley presented a strong governance focus as well as specific experience with the U.S. political environment (including a former Congressman and a former Department of Commerce appointee).

Sidley is aware of the CWG’s tight timeframe and accepts the requirement for highly transparent work methods. Also, the client relationship has been clearly defined and emphasized in the retention letter in that ICANN has instructed Sidley to take direction exclusively from and provide advice and consultation exclusively to the CWG, primarily through the CWG’s Client Committee.

Sidley has no previous client relationship with ICANN. No conflicts were identified, however please note that Greg Shatan and Holly Gregory from Sidley worked at the same firm over a decade ago.

The Client Committee will meet with Sidley Austin on Monday. This call will be recorded and transcribed and we will then provide an update to the CWG on Tuesday’s call, where we also plan to introduce the Sidley team to the CWG.

Best wishes,



Jonathan & Lise


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