2006-02-28 - VeriSign Settlement Agreements

There was an extensive and detailed discussion involving all board members and staff present relating to the public comments received from both public comment periods, the written statements received during the comment period from both individuals and from various constituencies, the comments received during the recent Wellington Meeting and how some of the items raised in Wellington had been altered in the agreement while others could not be due to the positions of the parties in the litigation and within the individual negotiations. The Board also discussed the specifics of the changes to the agreement between the October version and the currently proposed version; and the litigation risks and likelihood of success in the VeriSign lawsuit. Board and Staff discussed the proposed agreement and staff responded to Board questions that were raised regarding the terms of the settlement. Following this discussion, Vint Cerf moved, and Hagen Hultzsch seconded the following resolution:

Whereas, a revised proposal to settle the several legal disputes between VeriSign, Inc. and ICANN has been posted for public comment <http://www.icann.org/announcements/announcement-29jan06.htm> and presented to the Board;

Whereas, the proposal to settle the disputes would require ICANN to enter three new agreements with VeriSign: a Settlement Agreement, a new .COM Registry Agreement, and a Root Server Management Transition Completion Agreement;

Whereas, the Board has carefully considered the settlement proposal and the other new agreements with VeriSign, and the public comments thereon, and finds that acceptance of the settlment proposal would be beneficial for ICANN and the Internet community;

Resolved (06.07), that the proposed agreements with VeriSign are hereby approved, and the President is authorized to take such actions as appropriate to implement the agreements.

ICANN's Board voted 9 to 5 in favor of the settlement agreements with one director abstaining. Affirmative votes were cast by the following Board Members: Vint Cerf (Chairman), Alejandro Pisanty (Vice-Chairman), Mouhamet Diop, Demi Getschko, Hagen Hultzsch, Veni Markovski, Vanda Scartezini, Paul Twomey (President and CEO), and Hualin Qian. Directors who voted against the approval of the settlement documents were: Raimundo Beca, Susan Crawford, Joichi Ito, Njeri Rionge, and Peter Dengate Thrush. Director Michael Palage abstained due to a conflict of interest or appearance of a conflict of Interest relating to his personal contractor agreement with another registry operator.

Following the vote, there was also a detailed discussion regarding communicating the decision. A general sense of the board was reached on how the board would communicate its decision including: a joint board statement for those who voted in the majority; individual statements from any board member who wished to offer one; and early publication of the voting transcript which was to be produced with the preliminary report rather than with the minutes. The board also jointly agreed that all of the information relating to the board??s vote would be made as soon as possible and a schedule was set to allow board members to review the voting transcript and issue joint and individual statements.