[arin-ppml] Draft Policy ARIN-2016-9: Streamline Merger & Acquisition Transfers
ARIN
info at arin.net
Tue Dec 20 13:10:36 EST 2016
On 15 December 2016, the ARIN Advisory Council (AC) advanced the
following Proposal to Draft Policy status:
ARIN-prop-234: Streamline Merger & Acquisition Transfers
This Draft Policy has been numbered and titled:
Draft Policy ARIN-2016-9: Streamline Merger & Acquisition Transfers
Draft Policy text is below and can be found at:
https://www.arin.net/policy/proposals/2016_9.html
You are encouraged to discuss all Draft Policies on PPML. The AC will
evaluate the discussion in order to assess the conformance of this draft
policy with ARIN's Principles of Internet Number Resource Policy as
stated in the Policy Development Process (PDP). Specifically, these
principles are:
> Enabling Fair and Impartial Number Resource Administration
> Technically Sound
> Supported by the Community
The PDP can be found at:
https://www.arin.net/policy/pdp.html
Draft Policies and Proposals under discussion can be found at:
https://www.arin.net/policy/proposals/index.html
Regards,
Sean Hopkins
Policy Analyst
American Registry for Internet Numbers (ARIN)
##########
ARIN-2016-9: Streamline Merger & Acquisition Transfers
Problem Statement:
It is not uncommon for an entity which has bought another entity (with
existing number resources) to leave Organizational data (Whois) in the
name of the acquired company. The requirements in Section 8.2 put a
justification burden on the acquiring organization, which was a
legitimate protection while free pool assignments were available. It is
worth revisiting Section 8.2 and looking for opportunities to simplify
the policy in the interest of improving the registry data.
Consider the following:
1. Both organizations (acquirer, acquired) have justified their existing
number resources from an issuer (e.g. SRI-NIC, GSI, ARIN) under the
policies that were in force at the time of issuance. In short, the
number resources have already been justified once.
2. ARIN does not customarily require organizations holding address space
to document utilization except when they are asking ARIN to issue more
space.
3. Section 8.2 M&A is not asking ARIN to issue more space or provide
authorization to acquire space in an 8.3 transfer. It is simply updating
ARIN's database to reflect the current reality, that being that control
of a company has changed.
Language that speaks of required return or transfer of space is of
questionable enforceability in the context of the current RSA (section
6, "ARIN has no right to revoke any Included Number Resources under this
Agreement due to lack of utilization by Holder").
Clauses that serve to scare organizations away from updating their
information are counter to the goal of good data in whois.
Policy should allow ARIN staff to concentrate finite resources on
ascertaining corporate chain of custody so as to minimize the chance of
fraudulent transfers rather than auditing space already issued.
This proposal suggests two changes: a paragraph change to better reflect
current practice, harmonize nomenclature with 8.3 ("new entity" vs
"recipient") and remove an operationally-focused sentence, and a
paragraph removal as it is the author's opinion that this paragraph has
outlived its usefulness.
Policy statement:
Replace the following paragraph:
For mergers and acquisition transfers, the recipient entity must provide
evidence that they have acquired assets that use the resources to be
transferred from the current registrant. ARIN will maintain an
up-to-date list of acceptable types of documentation.
with this conditional, moving it to the bottom of 8.2 for linguistic
clarity:
AND one or more of the following:
The recipient must provide independently verifiable evidence that they
have acquired the assets that use the resources to be transferred from
the current registrant.
OR
The recipient must show that they have acquired the entire corporate
entity which is the current registrant.
Remove the following paragraph from Section 8.2 of the NRPM:
In the event that number resources of the combined organizations are no
longer justified under ARIN policy at the time ARIN becomes aware of the
transaction, through a transfer request or otherwise, ARIN will work
with the resource holder(s) to return or transfer resources as needed to
restore compliance via the processes outlined in current ARIN policy.
These two changes will leave Section 8.2 looking like this:
8.2. Mergers and Acquisitions
ARIN will consider requests for the transfer of number resources in the
case of mergers, acquisitions, and reorganizations under the following
conditions:
The current registrant must not be involved in any dispute as to the
status of the resources to be transferred.
The new entity must sign an RSA covering all resources to be transferred.
The resources to be transferred will be subject to ARIN policies.
The minimum transfer size is the smaller of the original allocation size
or the applicable minimum allocation size in current policy.
AND one or more of the following:
The recipient must provide independently verifiable evidence that they
have acquired the assets that use the resources to be transferred from
the current registrant.
OR
The recipient must show that they have acquired the entire corporate
entity which is the current registrant.
Timetable for implementation: Immediate
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