ICANN Resolutions » Legal Expense Disbursement
Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.
Whereas, one of outside legal counsel's invoices for February 2019 has exceeded US$500,000, which pursuant to ICANN's Contracting and Disbursement Policy requires Board approval to pay.
Whereas, ICANN organization and the Board Finance Committee has recommended that the Board authorize the payment of the above referenced legal invoice.
Resolved (2019.05.03.08), the Board hereby authorizes the President and CEO, or his designee(s), to pay outside legal counsel's February 2019 invoice.
When required, ICANN must engage outside legal counsel to help prepare for and defend against all types of disputes that are brought against ICANN. When those disputes become highly contentious they often require significant involvement during a certain time period by outside counsel and that significant amount of time also results in significant fees and related expenses.
Per ICANN's Contracting and Disbursement policy (https://www.icann.org/resources/pages/contracting-disbursement-policy-20...), if any invoice calls for disbursement of more than US$500,000 Board approval is required to make the payment. In the month of February 2019, during which ICANN was preparing for trial, participating in the trial and drafting post trial briefs, one of ICANN's outside counsel invoices exceeds US$500,000. Accordingly, the Board has been asked by the organization to approve payment of that invoice, which the Board Finance Committee (BFC) has reviewed and recommended, and which the Board has done through this resolution.
The Board is comfortable that ICANN organization, including ICANN's General Counsel's Office, is properly monitoring the work performed and expenses incurred by outside legal counsel to ensure that all fees and costs are appropriate under the given circumstances at any given time. Therefore, the Board is comfortable taking this decision.
Taking this Board action fits squarely within ICANN's mission and the public interest in that it ensures that payments of large amounts for one invoice to one entity are reviewed and evaluated by the Board if they exceed a certain amount of delegated authority through ICAN's Contracting and Disbursement Policy. This ensures that the Board is overseeing large disbursements and acting as proper stewards of the funding ICANN receives from the public.
While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY19 budget and as part of the New gTLD Program Application Fee. This decision will not have an impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function that does not require public comment.