Hello Gregory,

This is quite helpful memo, I particularly like the text below:

"...Level 2: A consensus among all participating SOs and ACs (based on the Level 1 decisions of each participant) is then required to meet whatever decision threshold for a particular matter has been set in the Bylaws; it is at this level, Level 2, where it is entirely lawful to
impose severe limits on the ability to direct the Sole Member with respect to any statutory rights that are of concern.."

Will be good to know how this will work with ACs especially if votes is used to gauge consensus (this ofcourse is not a legal question)

Regards

Sent from my Asus Zenfone2
Kindly excuse brevity and typos.

On 2 Oct 2015 20:39, "Gregory, Holly" <holly.gregory@sidley.com> wrote:

Thomas, Mathieu and Leon and CCWG,,

 In addition to slides comparing the Sole Member, Sole Designator and Board Proposal from last week (which we understand did not get posted yet) , we are providing a memo as requested in LA that discusses how the statutory rights of a member can be constrained in the Sole Member model. 

Kind regards, Holly and Rosemary

 

 

HOLLY GREGORY
Partner

Sidley Austin LLP
+1 212 839 5853
holly.gregory@sidley.com

 

 

 

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