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

[Larry Ash]

On Thu, 19 Jul 2012 13:20:07 -0400
  McTim <dogwallah at gmail.com> wrote:
> Hi,
> 
> On Wed, Jul 18, 2012 at 6:27 PM, ARIN <info at arin.net> wrote:
>> ARIN-prop-173 Revisions to M&A Transfer Requirements
>>
>> The proposal originator revised the proposal.
>>
>> Regards,
>>
>> Communications and Member Services
>> American Registry for Internet Numbers (ARIN)
>>
>>
>> ## * ##
>>
>>
>> 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
>>
>> Policy Statement
>>
>> Delete sections 8.1. and 8.2 in their entirety and replace them with the
>> following:
>>
>> 8.1 Principles
>>
>> 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.
> 
> 
> The above is correct.  The intent of this policy revision seems to me to be 
>to
> allow entities that are not ARIN to sell Internet resources.
> 
> Have I got the wrong end of the stick?
> 
> I ack that I am not the sharpest knife in the drawer, but I can read
> and comprehend English.
> 



It seams to me that we will be continually besieged with these proposals until
we formulate and adopt a policy that in short says:

If you received your direct allocation after Dec 22, 1997 no matter what the 
method
or circumstances, are located within the ARIN footprint, and did not, or have 
not,
a) signed a RSA or LRSA and b) justified the need for those addresses;
then the addresses are subject to revocation and reassignment. Period

I trust that this would have to be adjudicated but I also trust that ARIN's 
legal
staff are astute enough to choose the case with the greatest chance of success 
and
that they would prevail. In at least the case of IPV4, there is clearly an 
argument
that some type of governance for number assignment is required and just 
refusing to
submit to that governance because: I don't feel I should have to, doesn't seem 
like a
winning argument. (Obviously IMNAL.)

Needless to say I don't support the proposal and am tired of the argument 
associated
with it. I mean no disrespect to Mr. Lindsey but I thought that the list made 
it's
wishes clear before.




> 
> 
> 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
> 
> These seem to be "key" for only a subset of the community.
> 
> 
> 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 legacy
>> numbers.
>>
>> The benefits of the grandfather policies are not available for legacy
>> numbers if:
>>
>> (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.
> 
> Isn't the effect of the above to be exactly what you say you are
> trying to avoid?
> 
> In other words, does this not demotivate holders of early assignments
> to sign an RSA/LRSA?
> 
> 
>>
>> 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
> 
> 
> So if I have the cash I can buy as many blocks as I want with no regard to
> how they might actually be used in networks?
> 
> Am opposed to this notion, it seems to be a huge loophole for speculators.
> 
> 
> (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
>> conditions:
>>
>> (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.
>>
>> Rationale
>>
>> 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.
> 
> What the current process puts "at risk" is their ability to monetize
> resources at will.
> 
> 
>>
>> 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.
> 
> yes, this is stewardship.
> 
> 
> Once the successor entity
>> passes the needs hurdle,
> 
> more like a curb than a hurdle.  The bar isn't as high as some
> rhetoric suggests.
> 
> 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.
> 
> routing considerations should be incentive enough.
> 
>>
>> 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.
> 
> but you haven't introduced policy text for this. do you intend to do that?
> 
> Does this policy cover non-legacy registrations?  If so I will have to
> read it a 3rd time ;-/
> 
>>
>> 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.
> 
> It also seems to fully monetize legacy resources...or have i missed 
>something?
> 
> -- 
> Cheers,
> 
> McTim
> "A name indicates what we seek. An address indicates where it is. A
> route indicates how we get there."  Jon Postel
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Larry Ash
Network Administrator
Mountain West Telephone
123 W 1st St.
Casper, WY 82601
Office 307 233-8387