ICANN Resolutions » Pre-Approval for Legal Expenditures relating to Dispute Resolution and Litigation
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, there has been, and will continue to be until conclusion, extensive activity in the [Redacted – Privileged & Confidential], resulting in significant outside legal counsel fees and IRP Panel fees.
Whereas, ICANN organization and the Board Accountability Mechanisms Committee have recommended that the Board approve a tranche of money in the amount of [Redacted – Privileged & Confidential] in the [Redacted – Privileged & Confidential] to pay upcoming outside legal invoices and IRP Panel fees, and authorize the President and CEO, or his designee(s), to make disbursements up to this amount.
Resolved (2021.12.16.01), the Board hereby approves a tranche of money in the amount of [Redacted – Privileged & Confidential] in the [Redacted – Privileged & Confidential] to pay upcoming outside legal fees and IRP Panel fees, and authorizes the President and CEO, or his designee(s), to make disbursements up to this amount and of any amount of fees and costs that exceeds this tranche unless they exceed or are expected to exceed an additional US$500,000 in the matters.
Resolved (2021.12.16.02), specific items within this resolution shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws.
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 $500,000, Board approval is required to make the payment. In furtherance of the process for legal invoice approval developed to enhance transparency and predictability to the Board, the organization has provided the Board with an explanation of the upcoming activity in the [Redacted – Privileged & Confidential], including anticipated workload and expected billing amounts for the remainder of the proceedings. Accordingly, the Board has been asked by the organization to approve a tranche of money to pay estimated upcoming outside legal fees and certain related expenses in the [Redacted – Privileged & Confidential], which the Board Accountability Mechanisms Committee has reviewed and recommended. Since these matters are related to a new gTLD, the amounts paid for the fees and costs of these matters are covered by the new gTLD funds collected as part of the 2012 New gTLD Program application fees.
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 are reviewed and evaluated by the Board as appropriate in accordance with ICANN'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 and is covered by the new gTLD funds collected as part of the 2012 New gTLD Program application fees. 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.