[arin-ppml] ARIN-prop-173 Revisions to M&A Transfer Requirements - revised
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 - 18 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 transfer the registration of number resources from one
organization to another 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 that any terms of the applicable Registration
Services Agreement between ARIN and the organization governing the 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 allocates 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 lawfully acquired all of
the current registrant's rights, title and interest in and to the number
resources, including assets used with such number resources, all 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 require: (i) the new entity
to justify its need for the transferred numbers, or (ii) the current
registrant or the new entity to enter into an LRSA or RSA (or any other
contract with ARIN) or to be a party to an existing LRSA or RSA (or any
other contract with ARIN).
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 resource to a Regional Internet Registry for subsequent
allocation or 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 registry database, and (b) paying fees to assist with
records management associated with the ARIN databases. Some entities
that currently control resources do not attempt to update the ARIN
registry 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.
Adopting this policy will minimize the barriers for both legacy and
non-legacy holders to update the registration databases when changes are
required to accurately reflect normal corporate reorganization
activities, which will help increase the accuracy of the registration
databases, which benefits the community as a whole.
Timetable for implementation - Immediate