AG1: I would also flip Milton's 1 around and ask how the relationship could be defined to constrain the MRT to act as a fair MS body as envisioned in the proposal.

AG2: related question is what legal status does the MRT (or perhaps its parent if there is one) have to possess to allow it to be identified as the source of Contract Co's instructions (as per its bylaws or Articles of Incorporation?

AG3: How can we ensure that the Contract Co. functionality as envisioned survives its bankruptcy.

AG4: If Contract Co is structured to ensure that its Board cannot alter its mandate, how can it change to adapt to some future, currently unseen, need?

Alan

At 18/12/2014 02:42 PM, Milton L Mueller wrote:

Greg,
Good initiative.

I would put forward the following questions and give you latitude to merge them with questions motivated by the same concerns or to rephrase them in more legalistic terms:

1.      How could the relationship between the MRT and the Contract Co. be defined in such a way as to constrain the Contract Co. to follow the instructions of the MRT?
2.      Where would the legal documents defining the composition of the MRT reside? With Contract Co. or with ICANN or with the MRT itself? If the MRT, and MRT is unincorporated how would that work? If with Contract Co., how would they be modified?
3.      Should the officers/staff of the Contract Co. be drawn from the chairs/members of the MRT or should they be separate?

I’ll probably think of 3-4 other questions after the deadline, but this will do for now

From: cwg-stewardship-bounces@icann.org [ mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Greg Shatan
Sent: Thursday, December 18, 2014 12:28 PM
To: Gomes, Chuck
Cc: cwg-stewardship@icann.org
Subject: Re: [CWG-Stewardship] Questions for "Outside Counsel"? -- REPLIES REQUESTED

Thanks to Guru, Maarten and Chuck for their contributions to this list. I will keep this list open until 23:59 UTC today, and then use it to put a request to staff and thence to ICANN for such "expert" assistance (the CCWG-Accountability gets a slate of experts, but we will hopefully get some expert guidance as well....)

Greg

Gregory S. Shatan | Abelman Frayne & Schwab

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On Thu, Dec 18, 2014 at 11:50 AM, Gomes, Chuck <cgomes@verisign.com> wrote:

A very broad question is whether the proposal for Contract Co. and the MRT is legally viable. If not, is it possible to make it viable and how? What advice can you provide about this direction?

With these questions we should attach whatever is the latest version of the proposal at the time.

Chuck

From: cwg-stewardship-bounces@icann.org [ mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Greg Shatan

Sent: Tuesday, December 16, 2014 8:17 AM

To: cwg-stewardship@icann.org

Subject: [CWG-Stewardship] Questions for "Outside Counsel"? -- REPLIES REQUESTED

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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