[arin-ppml] ARIN-prop-172 Additional definition for NRPMSection2 - Legacy Resources

[Matthew Kaufman]

On 6/14/2012 8:39 PM, David Farmer wrote:
>
>
> What you seem to be asserting is that Legacy status is transferred 
> with resources and the other assets of the company, as part of an M&A 
> transfer such as envisioned in 8.2.  While I'm not completely 
> convinced of that, there may be a reasonable argument for that.
>
> However, it doesn't follow that Legacy status is also transferred with 
> the resources independent of any other assets of the company, when a 
> transfer occurs as part of 8.3.
>
> The difference is, the purpose of the first type of transfer is to 
> record the change of ownership and/or name of the company, or the 
> ownership of the assets that use the resources, but not the use of the 
> resources per se.  Where as the purpose of the second is to change the 
> use of resources, independent of and explicitly not involving any 
> change to the ownership of the company or any other assets.
>
> Nortel acquiring Bay, is an instance of the first type of transfer, 
> Microsoft acquiring the resources from Nortel through the bankruptcy 
> proceeding is an transfer of the second type.
>
> I'm sure even a judge would see the distinction in these two situations.
>
> So it might be worth discussing if an 8.2 transfer removes the Legacy 
> status from resources or not, but it seems clear to me that 8.3 
> transfers do.

Right. And what we do know from discussions on this list many months ago 
(which isn't everything) of the Microsoft-Nortel transaction is that the 
recipient was able to sign a LRSA and not "The RSA". This is why I put 
forth a proposal at that time to clarify "RSA" to mean "any RSA" and not 
"the one and only unmodified RSA".

So *something* was "Legacy" about the transfer.

Matthew Kaufman