Sorry to hear you have the flu. Perhaps engaging somthing fun to think about will lift your spirits. I look forward to talking as soon as you are well. Here are summary responses to your questions. I will circulate your questions to get help from others as well .
Independence is the key reason.
If H20 is to function as a consortium of university and philanthopic communities contributing to an open digital commons, then an entity independent of Harvard is needed. It may be that a Massachusetts nonprofit corporation is not the best form. We would certainly value your thoughts on this. You are, after all, the guy who wrote the Corporations book. ITs goal will be to generate a global open code digital commons for purposes of promoting freedom of expression, justice, education, security, privacy, and commerce.