+1 in agreement with Greg

Philip S. Corwin, Founding Principal

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From: ws2-staff_acct-bounces@icann.org [ws2-staff_acct-bounces@icann.org] on behalf of Greg Shatan [gregshatanipc@gmail.com]
Sent: Wednesday, November 02, 2016 4:41 AM
To: avri doria
Cc: ws2-staff_acct@icann.org
Subject: Re: [Ws2-staff_acct] Staff accountability and the new complaints function

I will pass on an observation from an ICANN-watcher regarding the style of ICANN legal as a "defender." This person is very familiar with how legal departments deal with shareholders and other stakeholders. This person remarked to me that the style of ICANN legal in dealing with the ICANN community often tends to resemble the way US corporations deal with "dissident shareholders."

Dissident shareholders are usually "outsiders" seeking to shake up a corporation, particularly board and senior management -- sometimes they are "crackpots" with small shareholdings who like to submit motions that seek significant changes that have no chance of success, and sometimes they are major shareholders (often newer investors) who seek to wield their power to make significant changes that may well have a chance of success (the second type also gets called "activist shareholders"). Both types make organizations feel as if they are under attack, and they respond with that mindset. (They may even call in lawyers who specialize in "dealing with" dissident shareholders, to augment their regular counsel.)

Of course, the stakeholder community is not analogous to dissident shareholders -- which makes this comparison more jarring. The new role of the global multistakeholder community as the oversight/accountability mechanism for ICANN underscores the potential concerns (dangers, even) of a continuing an approach that bears any resemblance to one used to wrangle dissident shareholders.

Against this background, putting the Complaints Officer under ICANN legal bears careful review.

Greg

On Wed, Nov 2, 2016 at 2:45 AM, avri doria <avri@apc.org> wrote:

Hi,

One of the subjects discussed with the CEO in the CCWG meeting this
morning was the complaints function and how it would work. After a bit
of discussion the subject was passed on to our subgroup for follow up.

The issues to be reviewed include:

* The placement of the function in the legal department, particularly
considering the legal obligation of legal dept. to protect the
organization and the conflict of interest this creates in
impartially dealing with complaints
* what impact does the imperative on legal to "Defend the
Fortress/Faith" have on how people might have complaints dealt with,
or their willingness to complain
* Any other aspects that people can think of or that come up in the
discussions.

Thanks

Avri & Jordan

co-rapporteurs

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