[arin-ppml] New Policy Proposal - Revisions to M&A Transfer Requirements under 8.2

[Scott Leibrand]

Marc,

Thanks for jumping in as a proposal originator.

One clarification question inline...

On Thu, Jun 14, 2012 at 3:01 PM, Lindsey, Marc <mlindsey at lb3law.com> wrote:

> *Policy Proposal Name* – Revisions to M&A Transfer Requirements****
>
> *Proposal Originator* – Marc Lindsey ****
>
> *Proposal Version* - 1****
>
> *Date* – June 14, 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 of form
> of written agreement with ARIN.
>

What do you have in mind here that would fit under "any ... form of written
agreement with ARIN"?  I presume this would only apply if ARIN chooses to
develop or negotiate such agreements.  Are you envisioning that ARIN should
create a new agreement separate from the LRSA?  If so, what kind of
agreement would that be?

Thanks,
Scott


>   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****
>
> ** **
>
> *Marc Lindsey*
>
> Levine, Blaszak, Block & Boothby, LLP****
>
> 2001 L Street, NW Suite 900****
>
> Washington, DC 20036****
>
> Phone: (202) 857-2564****
>
> Email: mlindsey at lb3law.com <adelgado at lb3law.com>****
>
> Website: www.lb3law.com****
>
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