Jordan

On Tuesday, 6 October 2015, Greg Shatan <gregshatanipc@gmail.com> wrote:

I support certifying these matters to our counsel for advice.

Greg

On Tue, Oct 6, 2015 at 12:36 AM, Gregory, Holly <holly.gregory@sidley.com> wrote:

To: mathieu.weill@afnic.fr; thomas@rickert.net; leonfelipe@sanchez.mx; ccwg-accountability5@icann.org
Cc: Rosemary E. Fei (rfei@adlercolvin.com); Sidley ICANN CCWG; ICANN@adlercolvin.com
Subject: RE: certification of legal issues requested

Dear Co-Chairs,
Consider whether to certify to us the question of whether under ICANN's current structure
SOs and ACs have legal rights to select directors in line with designator rights under the California statute. Holly and Rosemary.

Sent with Good (www.good.com)

From: Gregory, Holly
Sent: Monday, October 05, 2015 09:38:10 PM
To: mathieu.weill@afnic.fr; thomas@rickert.net; leonfelipe@sanchez.mx; ccwg-accountability5@icann.org
Cc: Rosemary E. Fei (rfei@adlercolvin.com); Sidley ICANN CCWG; ICANN@adlercolvin.com
Subject: certification of legal issues requested

Dear Co-Chairs

Based on much discussion and a fair degree of confusion evident in the email exchange, we request that you consider certifying the following question to us

· What are a director’s fiduciary duties to a California nonprofit public benefit corporation? What is the relationship between these duties and the mission of the corporation?

In addition, we note that Sam Eisner recently provided a note on the email regarding the availability of default judgments should the Board refuse to participate in an IRP. We have a different view and would like you to certify that question to us.

We note as a general matter that we are not able to provide answers to legal questions unless certified but ICANN Legal of course has no such limits. It does put us in a difficult position when we don’t agree, since some may take our silence as an indication of agreement.

Kind regards,

Holly and Rosemary

HOLLY J. GREGORY
Partner and Co-Chair
Corporate Governance & Executive Compensation Practice Group

Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory@sidley.com
www.sidley.com

SIDLEY AUSTIN LLP

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