[arin-ppml] ARIN-prop-173 Revisions to M&A Transfer Requirements (Updated Version)
ARIN-prop-173 Revisions to M&A Transfer Requirements
The proposal originator revised the proposal.
Communications and Member Services
American Registry for Internet Numbers (ARIN)
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ARIN-prop-173 Revisions to M&A Transfer Requirements
Proposal Originator - Marc Lindsey
Date - 5 July 2012
Policy type - Modification to existing policy
Policy term - Permanent
Delete sections 8.1. and 8.2 in their entirety and replace them with the
ARIN will not change its registration databases to record the transfer
of number resources between organizations unless such transfer complies
with this Section 8. ARIN is tasked with making prudent, fair and
expeditious decisions when evaluating registration transfer requests.
It should be understood that number resources directly assigned or
allocated by ARIN are not 'sold' under ARIN administration. Rather, such
number resources are assigned by ARIN to an organization for its
exclusive use, provided the terms of the applicable Registration
Services Agreement between ARIN and the organization governing use of
such number resources continue to be met by such organization. Number
resources administered and assigned by ARIN are done so according to
ARIN's published policies.
ARIN directly assigns and allocated number resources, based on justified
need, to organizations, not to individuals representing those organizations.
The transfer policies in this Section 8 create certain exceptions and
exclusions for legacy numbers ("grandfather policies"). The grandfather
policies are intended to satisfy key policy objectives while promoting
greater participation in the ARIN community by organizations holding
legacy numbers. The grandfather policies allow organizations holding
legacy numbers to retain some of the historic benefits attached to their
The benefits of the grandfather policies are not available for legacy
(a) they are voluntarily and permanently released by the original
registrant or its successor (or assign) to an RIR for re-issue to other
organizations; where such releases are supported by reliable evidence
retained by ARIN or the applicable RIR of the organization's informed
and voluntary consent or agreement to permanently release the numbers; or
(b) the original registrant or its successor (or assign) of such number
enters into an LRSA or RSA expressly referencing the legacy numbers as
governed by the terms and conditions of an LRSA or RSA.
8.2. Mergers and Acquisitions
When the transfer of any number resource is requested by the current
registrant or its successor or assign (the "new entity"), ARIN will
transfer the registration of such number resources to the new entity
upon receipt of evidence that the new entity has lawfully acquired the
number resources from the current registrant as the result of a merger,
acquisition, reorganization or name change. ARIN will maintain an
up-to-date list of acceptable types of documentation. Transfers under
this Section 8.2 shall not be contingent upon the new entity's
justification of need for the transferred numbers.
8.2.1 If the transfer request pertains to non-legacy numbers or legacy
numbers governed by an LRSA or RSA at the time such transfer request is
first submitted to ARIN, the new entity shall be required to execute, in
its own name, an RSA covering the transferred numbers, and pay the
applicable registration fees.
8.2.2 If the transfer request pertains to legacy numbers that are not,
as of the date that the request is first submitted to ARIN, governed
expressly by an existing RSA or LRSA, the transfer shall not be
contingent upon the new entity entering into or complying with an RSA,
LRSA or any other form of written agreement with ARIN.
For each transfer of legacy numbers under this Section 8.2.2, ARIN shall
assess, and the new entity shall pay, a one-time change charge as set
forth in the fee schedule unless the new entity elects, in its
discretion, to enter into an LRSA covering the transferred legacy
numbers and pays the applicable registration fees.
Add the following new definition to Section 2:
A "legacy number" means any number resource that meets the following two
(1) the number resource was issued to an entity (other than a Regional
Internet Registry) or individual (either, the "original legacy holder")
prior to ARIN's inception on Dec 22, 1997 by or through an organization
authorized by the United States to issue such number resources; and
(2) the original legacy holder (or its legal successor or assign) of
such number resource has not voluntarily and permanently released the
number to a Regional Internet Registry for subsequent allocation and
assignment in accordance with such RIR's number resource policies and
membership (or service) agreements.
The current version of 8.2 actually discourages legacy holders from (a)
updating the WHOIS database, and (b) paying fees to assist with records
management associated with the WHOIS database. Some entities that
currently control resources do not attempt to update the WHOIS records
because the current transfer process puts at risk their ability to
retain and use their numbers.
Under the current process, a legacy holder or its lawful successor must
first prove that it is the lawful successor (which is necessary and
appropriate). But it then must also justify its need to continue using
the numbers it obtained prior to ARIN's existence. Once the successor
entity passes the needs hurdle, it is required by ARIN to execute an RSA
(not an LRSA) as if the numbers were newly allocated from ARIN's free
pool. The RSA (and LRSA) substantially alters the rights conveyed to
the successor and subjects its numbers to audit and possible revocation
under then-current policy. There is, therefore, very little incentive
for an M&A successor entity to update the ARIN registry database records.
For non-legacy registrants, the process should also be less burdensome
and uncertain. Ensuring the continuity of a company's IP addressing
scheme as part of an M&A transaction should be within the control of the
entities directly involved. ARIN's discretionary approval of transfers
in this context introduces an undesirable and unnecessary contingency.
Entities concerned about whether their M&A related registration database
record update request will be rejected by ARIN simply do not attempt to
fully update the records.
Minimizing the barriers for both legacy and non-legacy holders to update
the WHOIS database when changes are required to accurately reflect
normal corporate reorganization activities will help increase the
accuracy of the WHOIS database, which benefits the community as a whole.
Timetable for implementation - Immediate