From: Jonathan Robinson
To: Xavier Calvez; Samantha Eisner; Theresa Swinehart; Lise Fuhr; Grace Abuhamad
Sent: 19 May 2015

Dear Xavier / Dear Sam,


An additional question arising from the work of the CWG on IANA Stewardship Transition has arisen.


The CWG currently envisages that the post transition entity (PTI) will be a legally separate entity in the form of a Public Benefit Corporation.

However, we have not ruled out the use of a Delaware LLC with many of the characteristics of a California public benefit corporation replicated.


The issue you which Sidley have been concerned about the CWG dealing with and using your input to do so relates to the tax exempt status of the entity.

We are advised that an LLC (subsidiary of ICANN) would simply benefit from ICANNs tax exempt status whereas PTI as a PBC would need to apply for tax exempt status in its own right. The inheritance of the tax exempt status by PTI as an LLC is a potentially valuable benefit.


The specific question for you relates to whether or not you can foresee any likelihood of a PTI making a taxable income and, in any event, is the tax exempt (or not) status of the PTI entity an issue of any materiality?

Put another way, is there already or is there any future likelihood of an income being generated within PTI and therefore, is the tax exempt status of the PTI entity an issue?


If you are able to assist by providing an ICANN view on these matters that will help the CWG in assessing the options of California PBC versus Delaware LLC for the PTI entity.


I trust the above is clear and look forward to any assistance or guidance you can provide.


Best wishes,

Jonathan Robinson

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