Hi Greg,

First of all I think it would be welcome if an expert on Californian corporate law could assess the if the alternative proposal is legally possible and than specifically the question how to construct  an option to separate the IANA in an ICANN bylaw driven solution.

Secondly we have an issue with regard to whom we should ask questions on Contract Co. as the answers probably depend on the jurisdiction where Contract Co. will be located. Maybe we should sent a set of questions to different experts in a number of jurisdictions ?

Best,

Maarten

From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Guru Acharya
Sent: dinsdag 16 december 2014 15:33
To: Greg Shatan
Cc: cwg-stewardship@icann.org
Subject: Re: [CWG-Stewardship] Questions for "Outside Counsel"? -- REPLIES REQUESTED

1) Since the MRT members do not have a corporate shield, can the members be held individually liable in case of litigation surrounding the RFP process (say for a failed bid); and how can their personal liability be minimised?

2) Will a financial indemnification clause of a contract be valid if the contract itself is the subject of litigation; especially if the contract is held to be void as a result of the litigation? Are there ways to deal with such a situation?

3) How will the by-laws of Contract Co delegate contracting authority to the MRT since MRT does not have legal existence; will the by-laws need to individually name every MRT member and will the by-laws need to be updated every time a new member is selected?

On Tue, Dec 16, 2014 at 6:46 PM, Greg Shatan <gregshatanipc@gmail.com> wrote:

All:

As previously discussed, there are several aspects of our work where we thought it would be helpful to get legal advice from independent counsel. 

I've been advised that in order to make this request, we should have a list of the questions we would like to put to counsel.

I am starting this thread in the hopes that others in the CWG will reply with the questions they believe the CWG should put to counsel.

Thank you for your contributions!

Greg Shatan

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