RE: [gnso-vi-feb10] DAGv4 is out

["Michael D. Palage" <michael@xxxxxxxxxx>]

http://www.icann.org/en/topics/new-gtlds/draft-agreement-specs-redline-28may
10-en.pdf, (pg 4/5 of PDF)

(b) Registry Operator and its Affiliates shall not, directly or indirectly:
(i) control any ICANN-accredited registrar or its Affiliates, (ii) control
or acquire greater than 2% Beneficial Ownership of any class of securities
of any ICANN-accredited registrar or its Affiliates, (iii) be controlled by,
or be under common control with, any ICANN-accredited registrar or its
Affiliates, or (iv) except as set forth below in this sub-clause (b), sell
or otherwise transfer any interest in any security of Registry Operator or
its Affiliates to any ICANN-accredited registrar or its Affiliates. Nothing
withstanding sub-clause (b)(iv) above, Registry Operator may sell voting
securities to any ICANN-accredited registrar or its Affiliates, provided
that any such sale will not result in such registrar or its Affiliates
owning greater than 2% of Registry Operator?s outstanding voting securities.
(c) For the purposes of this Section 2.9: (i) ?Affiliate? means a person or
entity that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the person or
entity specified, (ii) ?control? (including the terms ?controlled by? and
?under common control with?) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies
of a person or entity, whether through the ownership of securities, as
trustee or executor, by serving as a member of a board of directors or
equivalent governing body, by contract, by credit arrangement or otherwise,
and (iii) a person or entity that possesses ?Beneficial Ownership? of a
security includes any person who, directly or indirectly, through any
contract, arrangement, understanding, relationship, or otherwise has or
shares (A) voting
4
OCTOBER 2009MAY 2010 REVISED PROPOSED DRAFT NEW GTLD AGREEMENT
* Final text will be posted on ICANN website; agreement reference to be
replaced by hyperlink.
power which includes the power to vote, or to direct the voting of, such
security; and/or (B) investment power which includes the power to dispose,
or to direct the disposition of, such security.]
* Note: The text in this section is possible implementation language
resulting from the resolutions of the ICANN Board (adopted at the ICANN
Meeting in Nairobi) with respect to the separation of registry and registrar
functions and ownership
<http://www.icann.org/en/minutes/resolutions-12mar10-en.htm#5>. During the
recent Board Retreat in Dublin during May 2010, the board reviewed possible
issues that might result from a strict interpretation of the Board?s
resolutions. It was the sense of the Board that: 1) the draft proposed
stricter limitations on cross ownership represents a ?default position? and
they continue to encourage the GNSO to develop a stakeholder based policy on
these issues; 2) a very strict interpretation of the resolutions might
create unintended consequences; 3) staff should produce language in the
agreement matching a ?de minimus? acceptable approach (2% language) while
remaining generally consistent with the resolutions; 4) the Board encourages
community input and comment on the correct approach to these issues in the
absence of GNSO policy; and 5) the Board will review this issue again if no
GNSO policy results on these topics.

-----Original Message-----
From: owner-gnso-vi-feb10@xxxxxxxxx [mailto:owner-gnso-vi-feb10@xxxxxxxxx]
On Behalf Of Mike O'Connor
Sent: Tuesday, June 01, 2010 8:06 AM
To: Stéphane Van Gelder
Cc: Eric Brunner-Williams; Gnso-vi-feb10@xxxxxxxxx
Subject: Re: [gnso-vi-feb10] DAGv4 is out


thanks Eric!

on the call, Kurt mentioned that there's also VI language in the Contract
section of the DAG.  for extra credit, can somebody post that to the list
too?

mikey


On Jun 1, 2010, at 4:44 AM, Stéphane Van Gelder wrote:

> 
> Thanks Eric,
> 
> You win the prize for the fastest DAGv4 reader ;).
> 
> Thanks also for reminding us why this group needs to complete its work
asap.
> 
> Stéphane
> 
> Le 1 juin 2010 à 11:25, Eric Brunner-Williams a écrit :
> 
>> 
>> 
>> See Page 1-17:
>> "Restrictions on Registrar Cross-Ownership1 -- Applications will not
>> be considered from any of the following:
>> 
>> 1.    ICANN-accredited registrars or their Affiliates;
>> 2.    Entities controlling or Beneficially Owning more than 2% of any
>> class of securities of an ICANN- accredited registrar or any of its
>> Affiliates; or
>> 3.    Entities where 2% or more of voting securities are beneficially
>> owned by an ICANN-accredited registrar or any of its Affiliates.
>> 
>> Further, applications where the applicant has engaged an
>> ICANN-accredited registrar, reseller, or any other form of distributor
>> or any of their Affiliates (or any person or entity acting on their
>> behalf) to provide any registry services for the TLD will not be
approved.
>> 
>> ?Affiliate? means a person or entity that, directly or indirectly,
>> through one or more intermediaries, controls, is controlled by, or is
>> under common control with, the person or entity specified.
>> 
>> ?Control? (including as used in the terms ?controlled by? and ?under
>> common control with?) means the possession, directly or indirectly, of
>> the power to direct or cause the direction of the management or
>> policies of a person or entity, whether through the ownership of
>> securities, as trustee or executor, by serving as a member of a board
>> of directors or equivalent governing body, by contract, by credit
>> arrangement or otherwise.
>> 
>> A person or entity that possesses ?Beneficial Ownership? of a security
>> includes any person who, directly or indirectly, through any contract,
>> arrangement, understanding, relationship, or otherwise has or shares
>> (A) voting power which includes the power to vote, or to direct the
>> voting of, such security; and/or (B) investment power which includes
>> the power to dispose, or to direct the disposition of, such security."
>> 
>> Eric
>> 
>> 
> 

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