Draft Policy ARIN-2019-12
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M&A Legal Jurisdiction Exclusion
Status: Under Discussion
Shepherds: Joe Provo, Chris Tacit
Current Text (21 May 2019)
M&A 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.
Add the following to section 8.2
M&A activity resulting in the surviving legal entity which is not incorporated in the ARIN service region will be permitted to hold number resources directly allocated or assigned by ARIN.
Timetable for Implementation: Immediate
This proposal may be overtaken by a more general approach to ARIN membership legal jurisdiction exclusion.
Staff and Legal Review (28 August 2019)
Staff’s understands the intent of the draft policy is to clarify the status of a surviving legal entity of a merger or acquisition when that entity is incorporated outside the ARIN region . Currently ARIN policy and procedures allow for a surviving legal entity that is not incorporated in the ARIN region to hold number resources that are directly allocated or assigned by ARIN. If the intent is to clarify this practice by adding this verbiage to section 8.2 then staff does not see an issue with it adding the suggested language to section 8.2.
ARIN Staff Comments
ARIN staff currently allows a surviving legal entity that is not incorporated in the ARIN region to hold either assigned or allocated resources.
Adopting the wording in 2019-12 will not change the way that ARIN processes 8.2 transfers today; however, it will clarify the intent going forward.
It is unclear if there is one example provided or two examples provided in the policy proposal.
ARIN General Counsel – Legal Assessment
In general, counsel believes the policy is designed to address a relatively rare ‘corner case’. If this were to occur, ARIN staff already has the authority to address the issue, consistent with the proposed policy’s intent. By making this a specific addition to policy it could create an artificial way to move resources from one region to another, as opposed to one that is organically occurring.
Implementation of this policy would have minimum resource impact. Since this is the way that ARIN interprets 8.2 policy today the implementation would be immediate after ratification by the ARIN Board of Trustees. It may take up to 90 days to add the wording to the ARIN NRPM.
Proposal/Draft Policy Text Assessed: 21 May 2019 Version