[arin-ppml] LAST CALL for Recommended Draft Policy ARIN-2016-9: Streamline Merger & Acquisition Transfers

[Scott Leibrand]

Support.

-Scott

On Mon, Apr 10, 2017 at 1:45 PM, ARIN <info at arin.net> wrote:

> The ARIN Advisory Council (AC) met on 05 April 2017 and decided to
> send the following Recommended Draft Policy to Last Call:
>
> Recommended Draft Policy ARIN-2016-9: Streamline Merger & Acquisition
> Transfers
>
> The AC provided the following statement:
>
> "In its meeting on 05-APR-2017, the ARIN AC voted to advance 2016-9
> Streamline Merger & Acquisition Transfers to Last Call, with the following
> changes:
>
> In the "list of conditions for clarity", strike the word "additional" and
> change "an" to "a", so that the revised text reads: "The Internet number
> resources being transferred as part of an 8.2 transfer will not be subject
> to a needs-based assessment during the process of the 8.2 transfer."
>
> Concern was expressed by members of the community at the microphone at
> ARIN 39, and echoed by Staff, that the word "additional" was likely to
> confuse casual readers. The prevailing opinion was that its removal would
> result in greater clarity without affecting the plain meaning of the policy
> statement. Removal of "additional" necessitated changing "an" to "a" for
> grammatical correctness."
>
> Feedback is encouraged during the last call period. All comments should
> be provided to the Public Policy Mailing List. Last Call will
> expire on 24 April 2017.
>
> The Recommended Draft Policy text is below and available at:
> https://www.arin.net/policy/proposals/
>
> The ARIN Policy Development Process is available at:
> https://www.arin.net/policy/pdp.html
>
> Regards,
>
> Sean Hopkins
> Policy Analyst
> American Registry for Internet Numbers (ARIN)
>
>
> Recommended Draft Policy ARIN-2016-9: Streamline Merger & Acquisition
> Transfers
>
> AC's Statement of Conformance with ARIN's Principles of Internet Number
> Resource Policy
>
> The proposal is technically sound and enables fair and impartial number
> policy by ensuring that new organizations involved in mergers and
> acquisitions may conduct such activities with a reduced procedural burden
> from ARIN. The staff and legal review noted three issues, all of which have
> been addressed. There is support for the proposal on PPML and concerns that
> have been raised by the community regarding the proposal on PPML or
> elsewhere have also been addressed.
>
> Problem Statement:
>
> In some 8.2 transfer situations, the current policy has the unwanted side
> effect of encouraging organizations not to update registration data, thus
> leaving the number resource in the name of a now defunct entity.
>
> 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. In the case where 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,
> 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 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 maintaining good data in Whois.
> Policy should allow ARIN staff to concentrate finite resources on
> ascertaining  chain of custody so as to minimize the chance of fraudulent
> transfers rather than auditing space already issued.
>
> Policy statement:
>
> Delete the bullet point in NRPM 8.2 that reads:
>
> 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.
>
> Add this statement to list of conditions for clarity:
>
> "The Internet number resources being transferred as part of an 8.2
> transfer will not be subject to a needs-based assessment during the process
> of the 8.2 transfer."
>
> Add this conditional to the bottom of 8.2 for linguistic clarity:
>
> "AND one or more of the following:
>
> The recipient must provide 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 entity which is
> the current registrant."
>
> Remove the following paragraph from Section 8.2 of the NRPM:
>
> ARIN will proceed with processing transfer requests even if the number
> resources of the combined organizations exceed what can be justified under
> current ARIN transfer policy as defined in section 8.5. In that event, ARIN
> will work with the resource holder(s) to transfer the extra number
> resources to other organization(s) or accept a voluntary return of the
> extra number resources to ARIN.
>
> These four 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.
>
> The Internet number resources being transferred as part of an 8.2 transfer
> will not be subject to a needs-based assessment during the process of the
> 8.2 transfer.
>
> AND one or more of the following:
>
> The recipient must provide 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 entity which is
> the current registrant.
>
> Timetable for implementation: Immediate
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