I respectfully suggest that these same questions be asked of any other national jurisdiction under potential consideration as an alternate place of incorporation. If we are going to honor the “least change” principle that was so frequently noted in Istanbul we must, at a minimum, not spin our wheels on jurisdiction without also analyzing the alternatives.

Paul

Paul Rosenzweig

O: +1 (202) 547-0660

M: +1 (202) 329-9650

VOIP: +1 (202) 738-1739

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Link to my PGP Key

From: Pedro Ivo Ferraz da Silva [mailto:pedro.ivo@itamaraty.gov.br]
Sent: Tuesday, April 7, 2015 10:42 AM
To: accountability-cross-community@icann.org
Subject: [CCWG-ACCT] Accountability questions to law firms

Dear CCWG-colleagues,

Please find below a group of questions to be posed to the law firms assisting the CCWG-Accountability.

· Are there any restrictions in California law or in applicable federal US-law with respect to government officials (US or foreign) becoming statutory members (or designators) of a non-profit organization? Would all liabilities applied to US or foreign citizens in a membership (or designator) structure equally apply to a government official which has legal immunity and privileges in the United States?

· What are the specific legal requirements for a third-party which may have approval or veto rights over board decisions and what are its liabilities?

· A community veto (be it exercised in a membership or a designator structure) over a bylaw change could be potentially reverted through a court decision in California? Same question applies to a decision made by an Independent Appeals Panel mechanism.

· The fact that the "board bears ultimate responsibility for corporate decisions and must provide oversight of the exercise of those powers it has delegated" (Sidley Austin LLP, Initial Discussion Draft 1, p. 3) implies that the board may eventually revert a community veto (member or designator structure) over its own decision or over the budget it has originally approved?

· Is the Californian Attorney General able to intervene in ICANN's operations upon the complaint of a government (US or other)? How does this situation relate to norms of international private law internalized by the United States?

Thanks in advance,

Secretário Pedro Ivo Ferraz da Silva

Divisão da Sociedade da Informação (DI)

Ministério das Relações Exteriores - Brasil

T: + 55 61 2030-6609

Secretary Pedro Ivo Ferraz da Silva

Division of Information Society (DI)

Ministry of External Relations - Brazil

T: + 55 61 2030-6609