[arin-ppml] LAST CALL - Recommended Draft Policy ARIN-2019-12: M&A Legal Jurisdiction Exclusion

[ARIN]

The ARIN Advisory Council (AC) met on 18 June 2020 and decided to send 
the following Recommended Draft Policy to Last Call:

ARIN-2019-12: M&A Legal Jurisdiction Exclusion

Feedback is encouraged during the Last Call period. All comments should 
be provided to the Public Policy Mailing List. Last Call will expire on 
8 July 2020 (accounting for one United States federal holiday).

The Recommended Draft Policy text is below and available at:
https://www.arin.net/participate/policy/drafts/

The ARIN Policy Development Process is available at:
https://www.arin.net/participate/policy/pdp/

Regards,

Sean Hopkins
Policy Analyst
American Registry for Internet Numbers (ARIN)



Recommended ARIN-2019-12: M&A Legal Jurisdiction Exclusion

AC Assessment of Conformance with the Principles of Internet Number 
Resource Policy:

This policy enables fair and impartial number administration as it 
provides clear guidance regarding the impact of merger, acquisition or 
reorganization activity to the community. It is technically sound and 
has community support.

Problem Statement:

Merger and acquisition activity sometimes results in a surviving legal 
entity that is not in ARIN service region, but may prefer to continue 
the pre-existing relationship with ARIN.

Example: Imagine a case where a global company has decided to 
discontinue service in the ARIN service region (shuttering ARIN region 
offices laying off ARIN region employees, and canceling ARIN region 
customers) and repurpose the network resources and number resources in 
the rest of its global footprint. During restructuring the company 
concentrates its holdings in its European subsidiary, and then dissolved 
its US legal entity.

Imagine a case where a global company has decided to divest its service 
in the ARIN region (selling all ARIN region offices, all ARIN region 
network assets, all ARIN service region customers, all number resources 
used in the ARIN (associated with previous noted sale of network and 
customers), but retaining ARIN issued resources in use outside of the 
ARIN service region. During restructuring the company concentrates its 
holdings which are not in us in the ARIN service region in its European 
subsidiary, and then sells off its US legal entity (including the 
network, customers, addresses in use, etc) dissolved its US legal entity.

Policy Statement:

Add the following to section 8.2

Mergers, acquisitions, and reorganization activity resulting in the 
surviving entity ceasing to have a real and substantial connection with 
the ARIN region shall be permitted to continue holding any numbering 
resources issued (directly or indirectly) by ARIN prior to the merger, 
acquisition or reorganization activity, but shall not qualify for any 
additional numbering resources (directly or indirectly) from ARIN, 
unless and until it once again has a real and substantial connection 
with the ARIN region as required by the Numbering Resource Policy Manual.

Timetable for Implementation: Immediate

Anything Else:

This proposal may be overtaken by a more general approach to ARIN 
membership legal jurisdiction exclusion

To clarify scope, a legal entity present within the ARIN service region, 
and a current ARIN RSA executed with that entity, is necessary to 
receive allocations or assignments from ARIN. Therefore in the scenario 
postulated in the problem statement, the organization would have to 
re-establish itself within the ARIN service region to receive additional 
resources from ARIN, while it can continue to hold the allocations or 
assignments made prior to any merger, acquisition, or reorganization 
activity.