>
>
> I do not consider myself to be an expert in all facets of Delaware
> corporate law, but due to the paucity of authority in California pertinent
> to Karl's case against ICANN, I researched the relevant law of a number of
> other states, specifically including Delaware, to see if analogous
> authority could be found there. In the course of doing so, I found that
> Delaware (if, hypothetically, ICANN was incorporated there and otherwise
> governed by Delaware law) imposed more roadblocks in the way of not only a
> minority Director like Karl but also members (if ICANN had any).
Really!!?? Well perhaps you could share some links as to support this
comment or contention James? I would be greatly interested in seeing them
that support this contention. As I recall in '98, Karl was very supportive
of ICANN incorporating in Delaware as were a number of other then
participating stakeholders/users. However at that time I didn't see
you commenting on Delaware legal precepts in this regard... ???
Just for starters, read the briefs filed in Karl's case, there's some
reference to Delaware law there. They're all online at either EFF's site
(our briefs) or ICANN's (theirs). I do not know what Karl may have
advocated in 1998 with respect to Delaware law, at the time I did not know
him, let alone represent him. As far as comments from me at the time, you
are absolutely correct, I made none. But it would be equally correct to
say that I made no comments at that time on any issues pertaining to ICANN,
it's no secret that Karl hired me for reasons other than my vast storehouse
of ICANN knowledge (don't ask what the reasons were, as that gets into
attorney-client privilege, which I am sure you respect).> This was
> not particularly surprising, as Delaware corporate law does have a bias in
> favor of entrenched management, which is why, of course, many extremely
> large corporations have chosen to incorporate in Delaware, even though
> their actual headquarters are elsewhere.
No Delaware has no such bias for entrenched management in non-profit
or legal TIFT's. It all depends on how, what specifically you bylaws
and charter contain. Yes, Delaware does have additional protections
in specific statutes favoring Management. However as this is mainly
for FOR-PROFIT corps. it does not necessarily apply for this organization,
and therefore is only argumentative in nature as you state it here. But I
can understand as a lawyer, you propensity is to present you position in
the light that you wish to have it seen, instead of how it may really be. >;)
Ask yourself a simple question, Jeff. If I'm researching Delaware law in
the specific context of Karl's case to see if there is analogous authority,
do you really think that I would focus on the law as applied to for-profit
corporations as opposed to non-profits? (Except to the extent that, as
often happens, the courts draw on for-profit law to find at least some
answers pertaining to non-profits, since it is obvious that, in whatever
jurisdiction, there is much more law pertaining to for-profits than
non-profits.)