Hi Milton, I did my homework and read the decision (along with AoC favorite passage "[ICANN commits to] the consideration of an appeal mechanism for Board decisions"). In a nutshell, it's all procedural/governance. The decision paragraph 136 tells it all:

136. [ICANN] is a not-forprofit corporation established under the law of the State of California. [...] However ICANN is no ordinary non-profit California corporation. The Government of the United States vested regulatory authority of vast dimension and pervasive global reach in ICANN. In “recognition of the fact that the Internet is an international network of networks, owned by no single nation, individual or organization” – including ICANN -- ICANN is charged with “promoting the global public interest in the operational stability of the Internet…” ICANN “shall operate for the benefit of the Internet community as a whole, carrying out its activities in conformity with relevant principles of international law and applicable international conventions and local law…” Thus, while a California corporation, it is governed particularly by the terms of its Articles of Incorporation and Bylaws, as the law of California allows. [...] In the view of the Panel, the judgments of the ICANN Board are to be reviewed and appraised by the Panel objectively, not deferentially. The business judgment rule of the law of California, applicable to directors of California corporations, profit and nonprofit, in the case of ICANN is to be treated as a default rule that might be called upon in the absence of relevant provisions of ICANN’s Articles and Bylaws and of specific representations of ICANN – as in the RFP – [to which the claimant ICM responded in the first place] that bear on the propriety of its conduct. [...]

It's the last phrase "that bear on the proprietary of its conduct" which is at once serious for ICANN and a defined limit on how the Panel saw its role. The next run may look at how binding is the AoC "appeal mechanism" for the board. Basically, a great opportunity for ICANN to improve its decision-making processes! - Thierry Moreau