Olivier,

Here is my understanding:

Bankruptcy (by which I mean filing for bankruptcy in Bankruptcy Court) itself would not affect the existence of the SO/ACs and CCWG, which currently don't legally exist as separate entities anyway. One of the potential end results of a bankruptcy is a dissolution of an entity, with a winding down of the business, sale of assets and payments to creditors (by order of priority, and often at "pennies on the dollar"). That is the worst case scenario of bankruptcy. A dissolution could result in the end of ICANN as we know it.

The better case in bankruptcy is a restructuring or reorganization of the bankrupt entity, allowing it to resolve its debts, restructure or eliminate obligations, and then emerge from bankruptcy as a "slimmed-down" healthier entity. It's up to board and management of a failing or "flailing" company to declare bankruptcy when the company is still healthy enough to file for a restructuring, rather than a dissolution.

If the SO/ACs became unincorporated associations, the bankruptcy of ICANN would have no effect on the existence of the SO/ACs (which would then be legal persons).

This is my understanding of the general rules as they relate to business entities. The rules of bankruptcy could be significantly different for non-profits, but probably would not change the direct answer to your question.

Greg Shatan

Caveat: I am not a bankruptcy lawyer and this is not legal advice.

On Fri, Apr 17, 2015 at 6:27 PM, Olivier MJ Crepin-Leblond <ocl@gih.com> wrote:

Dear Avri,

the document does not include the case of ICANN bankruptcy which I mentioned on the conference call.
Should it be included? Furthermore, in the unlikely event of ICANN bankruptcy would ACs, SOs and a CCWG actually still legally "exist"?
Kindest regards,

Olivier
On 17/04/2015 12:38, Avri Doria wrote:
hi,

the correct drive link.

https://docs.google.com/document/d/1WvBqtgXJ7rNrbN-5Tjf5-gi80aZ2oRYDtF_JLrETRqg/edit?usp=sharing

avri

On 16-Apr-15 22:39, Avri Doria wrote:
Hi,

A first draft of a possible separation mechanism is available
<https://docs.google.com/document/d/1pjRsvePXLHrK0zzFmMcavzvSXehds5FTCEUPPcc7K6w/edit?usp=sharing>

The drive document remains open for suggested edits and comments.

For convenience, have attached a word and pdf version

avri

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