I don't think there's any reason to assume that IANA, Inc. would be an asset-less entity.  The assets that the IANA department uses to perform its functions could (and probably should) become assets of IANA, Inc.  Likewise, the employees of the IANA department could become employees of IANA, Inc.  Capitalizing the entity and giving it revenue would be a challenge, but not an unreasonable one.  As for piercing the corporate veil, I don't think that would be a paramount concern for ICANN, since they are now fully liable for the acts of the IANA department.

Finally, I doubt that one would need to replicate the broader accountability mechanisms -- amend and adapt, yes -- but not replicate.

Greg Shatan

On Thu, Oct 23, 2014 at 4:22 PM, Burr, Becky <Becky.Burr@neustar.biz> wrote:
And aren’t we concerned that incorporating IANA as a sub leaves users depending on an asset-less entity in the event there is a problem?  Presumably, ICANN would want to set up a sub that would survive an attempt to pierce the corporate veil.  In addition, we would have to replicate all of the broader (other than SLA) accountability mechanisms.


J. Beckwith Burr

Neustar, Inc. / Deputy General Counsel and Chief Privacy Officer

1775 Pennsylvania Avenue NW, Washington, DC 20006

Office: + 1.202.533.2932  Mobile:  +1.202.352.6367  / becky.burr@neustar.biz / www.neustar.biz


From: Milton L Mueller <mueller@syr.edu>
Date: Thursday, October 23, 2014 at 3:51 PM
To: Greg Shatan <gregshatanipc@gmail.com>, "cwg-stewardship@icann.org" <cwg-stewardship@icann.org>
Subject: Re: [CWG-Stewardship] [IANA-issues] Fwd: Names Community vs the other two communities

 

 

 

1.     Make IANA a Subsidiary of ICANN.  In order to promote structural separation, and to allow for future separation of the IANA group from ICANN should that become appropriate, IANA could become a wholly-owned subsidiary of ICANN (rather than a department).  This would allow other entities to contract directly with IANA, rather than contracting with ICANN for IANA services.This would also make future separation easier (and should make the threat of separation as an accountability mechanism more realistic).

 

MM: Based on my initial, rather quick evaluation of this idea, I think it is a good idea for the short term; in fact, those who argue for a new, independent contracting authority might be well-served if IANA were a separate subsidiary of ICANN. This would, as Greg suggests, make it easier to contract separately with ICANN’s IANA and facilitate the kind of separability that might be required in the future.

 

However, this would be the easy part. The hard part is: who awards the contract?