Roberto Gaetano wrote:

<snip>

> I thought that as CEO he is accountable to his shareholders, not to the
> Internet Community (not even to speak about the IFWP list).

No, that's what Telage says when he threatens ICANN and the NTIA, but unless
corporate law is fundamentally different in Virginia (or Delaware) than
Ontario, any CEO's duties are owed to the corporation itself, not its
shareholders.

A corporation's affairs are managed by its directors, who also owe their
duties solely to the corporation itself, not its shareholders.  The
directors may be nominees of shareholders, but if they act in their own
interests instead of the best interests of the corporation itself, trouble
follows.

In the normal course, it is difficult to distinguish between the best
interests of the corporation and those of the shareholders, since financial
success is what everybody's after, but at the margins it does matter, and
this situation just might be weird enough to become an example.

Craig McTaggart
Graduate Student
Faculty of Law
University of Toronto
[EMAIL PROTECTED]

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