[arin-ppml] Deceased Companies?

[John Curran]

> On 26 Jul 2022, at 3:05 PM, Ronald F. Guilmette <rfg at tristatelogic.com> wrote:
> 
> In message <050367FD-7090-4F98-9C34-2904F1129E8F at arin.net>, 
> John Curran <jcurran at arin.net> wrote:
> 
>>> Section 8.2. of the NRPM covers "Mergers, Acquisitions, and Reorganizations".  The policies
>>> and procedures that are to be applied in all of those situations are quite clearly set
>>> forth there.  Section 8.2. of the NRPM quite clearly *does not* cover dissolutions.
>>> Please provide a straight answer to the question I did ask, which related to dissolution
>>> situations.
>> 
>> It appears to be a reorganization of the failing operation from an LLC to now operating under
>> under a registered legal name instead. 
> 
> You are still evading the question John.
> 
> I provided a straightforward hypothetical of a small business that was validly operating
> within the state of California, which was formerly (a) registered as an ARIN member, and
> which (b) was the registrant/Holder of ARIN resources, and which (c) either by deliberate
> choice of the owner(s) or by defaulting on its legal obligations to the State, became
> dissolved as a legal entity, i.e. it ceased to exist as a legal entity.
> 
> What is the legal basis for you to claim that such an entity "appears to be a reorganization"?

I did not provide a legal basis; I noted the basis in ARIN number resource policy. 

>>> You are being deliberately obtuse and evading the question.  If the hypothetical TMBBATS LLC
>>> goes belly up, then when will the Registration Services Helpdesk, or any other part of ARIN
>>> even notice this fact and take some action (i.e. ANY action)?  After 1 year?  After 2 years?
>>> After 10 years?  Ever?
>> 
>> No, not unless specifically brought to the attention of ARIN.  Note that such conditions, 
>> as we have discussed here, are sometimes transitory and may be cured or reinstated, 
>> so absent clear direction in policy we will not monitor and/or reclaim under a lapse in 
>> regisration. 
> 
> You have just contradicted yourself within the space of two sentences John.  First you
> make a rather vague and entirely non-commital comment which you apparently hope will
> give us the vague impression that ARIN might actually DO SOMETHING if a dead company
> which is a member and resource holder is "specifically brought to the attention of ARIN".
> And then, in the very next sentence, you appear to assert that ARIN won't do damn thing
> about any such cases, EVEN IF they are "specifically brought to the attention of ARIN",
> because you have been given no explicit policy guidance that would apply in such a case.
> 
> So?  Which is it?  Please get down off the fence John.  It must be rather uncomfortable
> for you sitting on that.

We would evaluate it for possible reclamation, but do so in a very conservative manner 
(as I indicated in the previous response) 

> So?  Which is it?
> 
> I will restate the question yet again in an effort to try to further reduce the chances
> for another non-responsive answer.

I was responsive; alas, I cannot help that you apparently did not like the answer.

> If a given (now former) corporate entity was dissolved, either voluntarily or otherwise,
> by the competent legal authority that oversees such matters within its incorporation
> jurisdiction, and if all available evidence indicates that this is NOT merely a
> "transitory" situation, but rather one that has gone on for many years, continuously,
> and if this member is "specifically brought to the attention of ARIN" (your words)
> then what, if anything, will ARIN do, right now, today, in such a case?
> 
> Assume for the sake of argument that whoever or whatever ARIN staff may _feel_ is the
> rightful heir, assign, or successor of the now dead company is utterly unresponsive
> to any and all outreach from ARIN.   What will ARIN do in such a case?

If the corporation was voluntarily wound down (as opposed to simply failing to filing the 
required annual reports as stated your prior hypothetical), and there is no responsive
contact, then we would proceed with revocation.  Note that “no responsive contact”
means just that - not just their apparent heir, but also no evidence of operational use. 

> Please provide a clear answer to this question John.  Just mumbling some vague musings
> about "working with the member to try to rectify/cure the situation" is not what
> I'm looking for here.

There is no organization to speak with - if such a case were brought to our attention and the
resources were not being used, we’d revoke.  If they were in use, we’d try to reach the party 
using them first (as there may be a legal successor after all and we just didn’t identify that 
properly.) 

> Please keep in mind when answering that you/ARIN may not even know who the real legal 
> successors, heirs, and assigns of the (now defunct) company even are.  So who the
> bleep would ARIN be trying to "work the problem out" with anyway if you don't even
> know for sure who owned the dead company at the time of its death?

Precisely. 

> I understand that it is ARIN's default position to consistantly back away from anything
> that might be even the tiniest bit confrontational, but if a company has been dead for
> two years or five years or ten years and if _someobody_ is still nontheless clinging
> onto that dead company's ASNs and IPv4 blocks as if they were the last life preserver
> on the Titanic, then at what point, if any, does the whole situation become just so
> eggregious and just so laughable that ARIN might actually get up off its policy and
> DO SOMETHING?

As I noted above, we’d revoke if unused.  If currently being routed somewhere, then we’d attempt to 
contact the party using them first. 

> (Please note that as I have previously clarified in this thread, my own personal
> specific interest and questions are *only* about *non-legacy* members and resources.
> I do not at the moment care to get distracted, or to be led on a merry chase, off
> into the weeds discussing any of the more legally questionable issues relating to
> legacy stuff.  I am ONLY asking about dead companies that did sign an RSA at one time.)

It does matter somewhat, but not as much as you think. If you want use to treat that legacy 
resource in a similarly, then there first needs to be some very clear policy language in the 
Number Resource Policy Manual (NRPM) that this community has had time to discuss and
adopt.

Thanks,
/John

John Curran
President and CEO
American Registry for Internet Numbers