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<tt>agreed.<br>
<br>
</tt>
<div class="moz-cite-prefix">On 7/5/2012 5:43 PM, David Farmer
wrote:<br>
</div>
<blockquote cite="mid:4FF60A66.8000708@umn.edu" type="cite">I do not
support this policy as written.
<br>
<br>
However, I do support removing needs justification for all M&A
transfers.
<br>
<br>
I believe this can be simplified significantly, the legacy
resource language is not necessary and can be eliminated. All
M&A transfers should not be required to demonstrate need as
long as the transfer in question is a name or organization
structure change, or a merger or acquisition were the number
resources are transferred with all other assets or with a
substantial portion of the assets an organization, especially
including the equipment that utilizes the number resources in
question. If the number resources are the sole asset or the only
substantial asset being transferred then an 8.3 transfer with
needs justification should be required.
<br>
<br>
I don't not believe it is necessary to make a distinction between
legacy and non-legacy resources to accomplish the intended result
of removing needs justification for M&A transfers.
<br>
<br>
I do agree that needs justification on M&A transfers creates a
significant disincentive for legacy resources holders to keep the
registry properly updated. But the policy change shouldn't be
specific to legacy resources or resource holders, it should apply
equally to all resources and resource holders.
<br>
<br>
On 7/5/12 11:08 CDT, ARIN wrote:
<br>
<blockquote type="cite">ARIN-prop-173 Revisions to M&A
Transfer Requirements
<br>
<br>
The proposal originator revised the proposal.
<br>
<br>
Regards,
<br>
<br>
Communications and Member Services
<br>
American Registry for Internet Numbers (ARIN)
<br>
<br>
<br>
## * ##
<br>
<br>
<br>
ARIN-prop-173 Revisions to M&A Transfer Requirements
<br>
<br>
Proposal Originator - Marc Lindsey
<br>
<br>
Date - 5 July 2012
<br>
<br>
Policy type - Modification to existing policy
<br>
<br>
Policy term - Permanent
<br>
<br>
Policy Statement
<br>
<br>
Delete sections 8.1. and 8.2 in their entirety and replace them
with the
<br>
following:
<br>
<br>
8.1 Principles
<br>
<br>
ARIN will not change its registration databases to record the
transfer
<br>
of number resources between organizations unless such transfer
complies
<br>
with this Section 8. ARIN is tasked with making prudent, fair
and
<br>
expeditious decisions when evaluating registration transfer
requests.
<br>
<br>
It should be understood that number resources directly assigned
or
<br>
allocated by ARIN are not 'sold' under ARIN administration.
Rather, such
<br>
number resources are assigned by ARIN to an organization for its
<br>
exclusive use, provided the terms of the applicable Registration
<br>
Services Agreement between ARIN and the organization governing
use of
<br>
such number resources continue to be met by such organization.
Number
<br>
resources administered and assigned by ARIN are done so
according to
<br>
ARIN's published policies.
<br>
ARIN directly assigns and allocated number resources, based on
justified
<br>
need, to organizations, not to individuals representing those
<br>
organizations.
<br>
<br>
The transfer policies in this Section 8 create certain
exceptions and
<br>
exclusions for legacy numbers ("grandfather policies"). The
grandfather
<br>
policies are intended to satisfy key policy objectives while
promoting
<br>
greater participation in the ARIN community by organizations
holding
<br>
legacy numbers. The grandfather policies allow organizations
holding
<br>
legacy numbers to retain some of the historic benefits attached
to their
<br>
legacy numbers.
<br>
<br>
The benefits of the grandfather policies are not available for
legacy
<br>
numbers if:
<br>
<br>
(a) they are voluntarily and permanently released by the
original
<br>
registrant or its successor (or assign) to an RIR for re-issue
to other
<br>
organizations; where such releases are supported by reliable
evidence
<br>
retained by ARIN or the applicable RIR of the organization's
informed
<br>
and voluntary consent or agreement to permanently release the
numbers; or
<br>
(b) the original registrant or its successor (or assign) of such
number
<br>
enters into an LRSA or RSA expressly referencing the legacy
numbers as
<br>
governed by the terms and conditions of an LRSA or RSA.
<br>
<br>
8.2. Mergers and Acquisitions
<br>
<br>
When the transfer of any number resource is requested by the
current
<br>
registrant or its successor or assign (the "new entity"), ARIN
will
<br>
transfer the registration of such number resources to the new
entity
<br>
upon receipt of evidence that the new entity has lawfully
acquired the
<br>
number resources from the current registrant as the result of a
merger,
<br>
acquisition, reorganization or name change. ARIN will maintain
an
<br>
up-to-date list of acceptable types of documentation. Transfers
under
<br>
this Section 8.2 shall not be contingent upon the new entity's
<br>
justification of need for the transferred numbers.
<br>
<br>
8.2.1 If the transfer request pertains to non-legacy numbers or
legacy
<br>
numbers governed by an LRSA or RSA at the time such transfer
request is
<br>
first submitted to ARIN, the new entity shall be required to
execute, in
<br>
its own name, an RSA covering the transferred numbers, and pay
the
<br>
applicable registration fees.
<br>
<br>
8.2.2 If the transfer request pertains to legacy numbers that
are not,
<br>
as of the date that the request is first submitted to ARIN,
governed
<br>
expressly by an existing RSA or LRSA, the transfer shall not be
<br>
contingent upon the new entity entering into or complying with
an RSA,
<br>
LRSA or any other form of written agreement with ARIN.
<br>
<br>
For each transfer of legacy numbers under this Section 8.2.2,
ARIN shall
<br>
assess, and the new entity shall pay, a one-time change charge
as set
<br>
forth in the fee schedule unless the new entity elects, in its
<br>
discretion, to enter into an LRSA covering the transferred
legacy
<br>
numbers and pays the applicable registration fees.
<br>
<br>
Add the following new definition to Section 2:
<br>
<br>
A "legacy number" means any number resource that meets the
following two
<br>
conditions:
<br>
<br>
(1) the number resource was issued to an entity (other than a
Regional
<br>
Internet Registry) or individual (either, the "original legacy
holder")
<br>
prior to ARIN's inception on Dec 22, 1997 by or through an
organization
<br>
authorized by the United States to issue such number resources;
and
<br>
<br>
(2) the original legacy holder (or its legal successor or
assign) of
<br>
such number resource has not voluntarily and permanently
released the
<br>
number to a Regional Internet Registry for subsequent allocation
and
<br>
assignment in accordance with such RIR's number resource
policies and
<br>
membership (or service) agreements.
<br>
<br>
Rationale
<br>
<br>
The current version of 8.2 actually discourages legacy holders
from (a)
<br>
updating the WHOIS database, and (b) paying fees to assist with
records
<br>
management associated with the WHOIS database. Some entities
that
<br>
currently control resources do not attempt to update the WHOIS
records
<br>
because the current transfer process puts at risk their ability
to
<br>
retain and use their numbers.
<br>
<br>
Under the current process, a legacy holder or its lawful
successor must
<br>
first prove that it is the lawful successor (which is necessary
and
<br>
appropriate). But it then must also justify its need to
continue using
<br>
the numbers it obtained prior to ARIN's existence. Once the
successor
<br>
entity passes the needs hurdle, it is required by ARIN to
execute an RSA
<br>
(not an LRSA) as if the numbers were newly allocated from
ARIN's free
<br>
pool. The RSA (and LRSA) substantially alters the rights
conveyed to
<br>
the successor and subjects its numbers to audit and possible
revocation
<br>
under then-current policy. There is, therefore, very little
incentive
<br>
for an M&A successor entity to update the ARIN registry
database records.
<br>
<br>
For non-legacy registrants, the process should also be less
burdensome
<br>
and uncertain. Ensuring the continuity of a company's IP
addressing
<br>
scheme as part of an M&A transaction should be within the
control of the
<br>
entities directly involved. ARIN's discretionary approval of
transfers
<br>
in this context introduces an undesirable and unnecessary
contingency.
<br>
<br>
Entities concerned about whether their M&A related
registration database
<br>
record update request will be rejected by ARIN simply do not
attempt to
<br>
fully update the records.
<br>
Minimizing the barriers for both legacy and non-legacy holders
to update
<br>
the WHOIS database when changes are required to accurately
reflect
<br>
normal corporate reorganization activities will help increase
the
<br>
accuracy of the WHOIS database, which benefits the community as
a whole.
<br>
<br>
Timetable for implementation - Immediate
<br>
</blockquote>
<br>
</blockquote>
<br>
<br>
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