Board/Minutes/2020-10-S2S/Legal team and Brexit implications - resolve how to respond

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Notes by participants.

Introduction

  • Main Brexit topic.
  • Rob's suggestion.
    • asset lock is a disadvantage if you want to reorganise. Currently no asset lock, by design, to allow the OSMF to evolve into a final form.
  • GDPR questions: move personal data to Amsterdam?
  • Consider https://en.wikipedia.org/wiki/Sweat_of_the_brow

In favour of moving

  • Existential: Keep sui generis database rights [1](https://www.gov.uk/guidance/sui-generis-database-rights-after-the-transition-period). We still have other protections, but this is a big one and has been useful in the past.
  • Paypal easier.
  • (EUR) banking.
  • Possible to receive tax-free status as a foundation in Luxembourg?
    • We currently pay about £6000 in tax per year. Will increase with iD/SRE funding income.
  • Easier rules regarding membership.
  • EU representative for the OSMF for GDPR purposes (a separate issue which is however solvable by simply determining a rep). Kathleen thinks not necessary.
  • Keep .EU domain.

Possible relocation lawyer: Wirtz in Luxembourg

Against

  • It's a lot of work.
  • It's a *lot* of work.
  • Cost (lawyers, registration...).
  • Time budget/bandwidth of board.

Points to consider

  • Moving assets (IP especially).
  • AoA change?
  • Change membership? Does every member need to agree?
  • Fully new company, or same company moving?
  • Would donations be tax-free EU wide?
  • Needs to happen *quickly*.
    • We would lose .eu domain.
    • By publishing database dumps outside of the EU, we won't have EU database protection after 1 January.
  • Move the whole foundation or just set up a "publishing" subsidiary in the EU?
    • How would it work?
    • Still needs a contributor agreement change?

Decisions

  • Start up a legal analysis of costs, benefits, drawbacks and process, to decide on *if* we should do it.
  • Talk to an actual lawyer (Wirtz in Luxembourg?).
    • More than one lawyer? One for IP law, one for company law, one UK lawyer?
  • Offset the workload to committee/someone who can do paid work on this?

Action item

Guillaume and Paul to spend a maximum of three hours talking to lawyers.