[arin-ppml] ARIN-prop-173 Revisions to M&A Transfer Requirements

[ARIN]

ARIN-prop-173 Revisions to M&A Transfer Requirements

ARIN received the following policy proposal and is posting it to the
Public Policy Mailing List (PPML) in accordance with the Policy
Development Process.

The ARIN Advisory Council (AC) will review the proposal at their next
regularly scheduled meeting (if the period before the next regularly
scheduled meeting is less than 10 days, then the period may be extended
to the subsequent regularly scheduled meeting). The AC will decide how
to utilize the proposal and announce the decision to the PPML.

The AC invites everyone to comment on the proposal on the PPML,
particularly their support or non-support and the reasoning
behind their opinion. Such participation contributes to a thorough
vetting and provides important guidance to the AC in their deliberations.

Draft Policies and Proposals under discussion can be found at:
https://www.arin.net/policy/proposals/index.html

The ARIN Policy Development Process can be found at:
https://www.arin.net/policy/pdp.html

Mailing list subscription information can be found
at: https://www.arin.net/mailing_lists/

Regards,

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: 15 June 2012

Policy type: Modification to existing policy

Policy term: Permanent

Policy Statement

Delete sections 8.1. and 8.2 in their entirety and replace them with the 
following:

8.1 Principles

ARIN will not change its WHOIS database to record the transfer of number 
resources between organizations unless such transfer complies with this 
Section 8. ARIN is tasked with making prudent decisions when evaluating 
registration transfer requests.

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 
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.

If the transfer request pertains to non-legacy number resources, the new 
entity shall be required to execute, in its own name, an RSA covering 
the transferred numbers, and pay the applicable registration fees.

If the transfer request pertains to legacy numbers, the transfer shall 
not be contingent upon the new entity entering into an RSA, LRSA or any 
other form of written agreement with ARIN.  For each transfer of legacy 
numbers under this Section 8.2, ARIN shall assess, and the new entity 
shall pay, a one-time “Legacy Record Change Fee” 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.

[Note: This proposal incorporates the definition of “legacy number” from 
proposal 172 as revised June 6, 2012.  The amount of the Legacy Record 
Change fee is TBD]

Rationale

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, legacy holders 
or their lawful successors must first prove that they are the lawful 
successor (which is necessary and appropriate).  But they then must also 
justify their need to continue using numbers they obtained prior to 
ARIN’s existence.  Once they pass the needs hurdle, they must then 
execute an RSA (not even an LRSA) that alters their rights and subjects 
their numbers to audit and possible revocation under then-current policy.

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 transactions 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 update 
request will be approved 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