Hi Sandler, Thank you for the explanations, but I believe you haven't really addressed the issues I mentioned. The first issue is ABOUT Transfer Policies, to pay the annual membership fee after you TRANSFER ALL YOUR RESOURCES and maybe even close your Company, is about Transfer Policies. Your second answer is very subjective, have you ever buy and merge Companies? I've done that a couple of times, you never sell the company's (you merge) resources before the merge, because that company doesn't belong to you before the merge and is not you to decide regarding selling anything of that Company resources, either that is IP or fiber optic cable. Is NOT AT ALL what you mention:"First acquiring them only to immediately sell them again is explicitly not allowed by RIPE policy". What this have to do with the situation I mention ??? Please refer to the situation I mention, not on other matters that have nothing to do with it. Marius On 2016-10-19 16:45, Sander Steffann wrote:

Hello Marius,

...

Over the last years RIPE NCC has imposed a "rule" that when the last IPs are transferred the transferring LIR has to pay the full annual membership fee (even if the LIR was not a member of RIPE for that entire year). I think that if this is something everybody agrees with, it should be inserted into the policy text to make this very clear. But if not, then maybe it would be useful to add a text which would simply say that RIPE NCC should relate exclusively on this policy when processing transfer requests and is not mandated by the RIPE community in imposing any kind of abusive taxes. Is NOT AT ALL what you mention:"First acquiring them only to immediately sell them again is explicitly not allowed by RIPE policy". What this have to do with the situation I mention ???

I'm sorry, but RIPE NCC membership related issues are off-topic for this working group. That includes calling the RIPE NCC membership fee structure "abusive taxes".

...

I also have a problem with the 24 months period of keeping the IPv4 addresses after merging 2 companies. It's exactly our case, we want to buy and merge with a telecom company and we will no longer need all their IPv4 addresses since we have more than enough by merging both companies resources. We want to transfer a part of the IP addresses to other Company that really need them. Why to wait 24 months?

Because the community decided that addresses can only be transferred is the intention is to actually use them, and to prevent companies from buying and selling address space just to make a profit. Your choices are to sell the resources before merging so they can be used by someone else who needs them, or keep them and use them yourself. First acquiring them only to immediately sell them again is explicitly not allowed by RIPE policy.

Cheers, Sander

Hi, Just like the other proposal (2016-03) i support this proposal and thus: I say +1 for this proposal. Again if this is not the right place or need extra motivation to be noted, let me know. With kind regards, Stefan van Westering SoftTech Automatisering B.V. Op 19 okt. 2016 om 21:04 heeft Sander Steffann <sander@steffann.nl<mailto:sander@steffann.nl>> het volgende geschreven: Hello Marius, Thank you for the explanations, but I believe you haven't really addressed the issues I mentioned. The first issue is ABOUT Transfer Policies, to pay the annual membership fee after you TRANSFER ALL YOUR RESOURCES and maybe even close your Company, is about Transfer Policies. No, that is about your contractual agreement with the RIPE NCC. Your second answer is very subjective, have you ever buy and merge Companies? I've done that a couple of times, you never sell the company's (you merge) resources before the merge, because that company doesn't belong to you before the merge and is not you to decide regarding selling anything of that Company resources, either that is IP or fiber optic cable. Is NOT AT ALL what you mention:"First acquiring them only to immediately sell them again is explicitly not allowed by RIPE policy". What this have to do with the situation I mention ??? Please refer to the situation I mention, not on other matters that have nothing to do with it. This is exactly the situation you mention: you buy a company, acquiring all their assets. One of those assets is an IPv4 allocation from RIPE NCC. To prevent speculation with IPv4 resources it is not allowed to sell those resources within 24 months of acquiring them. So in your case: buy the company, keep it running as a separate company/LIR for a little while, sort out where you want to transfer the resources you don't need, then merge the companies/LIRs. So, no problem. Sander

Since there were many discussions and yes, I've made the mistake to write in a different topic about the 2015-04, I want to state clearly that I oppose this policy.

Again, if it would do what it's goal is, then it would be perfect. But it doesn't. It brings up important changes which are commented by people with no experience in mergers and acquisitions.

While working for RCS&RDS I have seen many takovers and acquisitions and I know how the process goes. It's not always easy and definitely complicated.

This basically says "I know this process, you don't, I won't tell you the details, instead trust me!" I would say that I would completely understand if this doesn't carry any weight with the majority of the participants here, and is probably unlikely to sway opinion in your favour.

Why do we need to put more stones in front of the wagon? An acquisition is not just signing a transfer agreement. For regular transfers it's ok to have a 24 months hold period, but asimilating a regular transfer with a company acquisition is wrong. Buying a company needs to be documented with official, state issued, documents. That is if I prove that I legally acquired a company, why would you think that it's something fishy and the purpose was to hide a simple transfer of IPs? The two are nowhere near to be compared. The acquisition process takes time and money which represents already enough reasons not to mask a transfer this way.

My guess: because there is a widespread perception (right or wrong) that the mergers and aquisitions procedure has been abused (in the past?) to violate the intention of the "last /8" policy. The ease with which companies can be formed in some jurisdictions does not provide what's seen as a sufficient push-back against abusing this avenue of forming companies solely for the purpose of getting a /22 out of the last /8 with the (not so well hidden) intention of simply merging this company with another once the resource has been issued, and then transferring the resource out of the merged company. Regards, - Håvard

Hi Ciprian,

As for the takeovers, it's not that I wouldn't get into details. My previous employer has acuired probably over 100 other companies. Every case was particular and some took years to integrate. You can not sell the IPs before integrating their network.

So then what is the problem with the 24 month holding period? It sounds like it works exactly as designed: you can't sell addresses immediately, but there is no problem selling then after a multi-year integration project. Cheers, Sander

Hi,

I hoped you would understand the idea and not hang on details.

Policy development is all about details.

Yes, an integration process can take days, weeks, months or years. There are cases when placing a 24 months hold would make no difference but in most cases I think (based on the experience with previous acquisitions at my previous employer) it would affect the business.

Ok.

Can you agree with me that in most of the cases at least the AS number will become unuseful and that would be probably a lot sooner than the 24 months ?

What would be the point in selling AS numbers? Just return it to the NCC.

Getting back to the fundaments, I will never support any policy that says "it's better to put everybody in jail even if some are innocent instead of letting everybody free even some might be criminals". This is wrong and should be debated properly.

Again, these kind of extreme analogies are out of place here. Debate is indeed what we need, but based on facts and accurate details.

The policy's goal has nothing to do with bringing changes to the rules.

Huh? First, all policy proposals are about changing the rules. Second, don't make assumptions about what the authors goals are, stick to the facts.

NCC says the changes do not have a notable impact. Then don't make the changes !

Stop extrapolating what others write to support your own arguments. The proposal doesn't have a notable impact besides the impact it's designed to have. Cheers, Sander

What you say could be expressed (again it's a metaphor) like this:

If you're interested in swaying the opinion in your favour you would do well by avoiding arguing by using metaphors or colurful paraphrasing, and instead argue the individual items you apparently so very much disagree with.

As for the takeovers, it's not that I wouldn't get into details. My previous employer has acuired probably over 100 other companies. Every case was particular and some took years to integrate. You can not sell the IPs before integrating their network.

In all the situations, even when we know there was an agreement for acquisition of company X, it wasn't absorbed overnight. The process is complex and involves approvals from various authorities, integration of the network, migration of customers and in the end you can draw the line and mark as unused the as number, IPs, computers, etc.

You conveniently side-stepped answering the case I described. Note that I wrote "*solely* for the purpose of of getting a /22...". In that case there would be no customers to move or networks to merge. I would say it is incumbent upon you to justify that we should keep this loophole as wide as a truck in the policy. The 24-month holding period puts a damper on this avenue of abuse against the intention of the last /8 policy, and would put a little bit more longevity into the availability of the resources under that policy. It may be that this diminishes your company's prospects of near-future income, to which I would say that basing your buisness on the abuse of something which is perceived as a common resource is perhaps not worthy of so much sympathy? Regards, - Håvard

You would do well to take some lessons in debate culture yourself. You're -not even too veiledly- accusing another member of abuse, something we have heard altogether too much of lately.

In my humble opinion I did not. I admit that I may have cut it close, though. However, it is really difficult making an argument in this discussion without mentioning the case of abuse against the intention of the last /8 policy. I think it's a pretty well established fact that the M&A loophole has been used to ... perform actions with resources in the last /8 which are counter to the intention of the last /8 policy. For brevity I label this as "abuse" or as "abuse against the intention of the last /8 policy". It should also be pretty obvious that the various IP brokers have a business self-interest in maintaining the restriction-free M&A loophole, perhaps even though they only gain business as facilitators of the transfers resulting from the actions described.

As for 2015-04, I oppose it as it tries yet again to bring M&A under policy regulation (s. 2.2) which the community has no business doing.

Please educate me why the community has no business doing this. I would have thought that was well within scope for the address policy. Best regards, - Håvard

Hi Sasha,

In market-based economies, M&As -including the disposal of assets- are a matter for the parties involved and, occasionally, a state regulator, which the NCC is NOT. It is unthinkable in such a society that business decisions are subject to the whim of random people on a mailing list. The RIPE NCC recognises that and puts M&A firmly outside policy.

I think we need to look at the differences between regulating M&A, which is indeed far outside the scope of this working group, and defining policy about what can be done with resources after someone acquires them (M&A or otherwise) which is definitely in scope. Cheers, Sander

Hello Ciprian,

It is also beyond the scope of this policy regulating what can be done with resources and we're still discussing it. Let's stick to the policy's scope and start a new one with proper debates over this issue.

Please leave it to the chairs to determine what is in scope for being discussed and what is not. Cheers, Sander

So it doesn't matter what the policy says it's scope is, it only matters what the chair decides we can discuss or not. Nice "democracy" we have ...

Even in parliament you need a chairperson to keep the discussion on topic and to prevent people from hijacking it. Cheers, Sander

On Fri, Oct 21, 2016 at 04:35:05PM +0200, Sander Steffann wrote:

I think we need to look at the differences between regulating M&A, which is indeed far outside the scope of this working group, and defining policy about what can be done with resources after someone acquires them (M&A or otherwise) which is definitely in scope.

Disposal of assets is part of, and sometimes the reason for, mergers and acquisitions. Trying to regulate this, especially when one isn't mandated to has made many's a lawyer rich. rgds, Sascha Luck

On Fri, Oct 21, 2016, at 13:42, Sascha Luck [ml] wrote:

RIPE NCC recognises that and puts M&A firmly outside policy. Where it should remain unless the desire is that every transfer application or M&A notification start with filing suit against the NCC.

On the other hand, since RIPE NCC *DOES* allow multiple LIRs per single legal entity, it would make some sense that the M&A procedure (the one outside the policy scope) is limited to only changing the name of the LIR. Of course that would mean that all movements of IP addresses between LIRs, even those related to mergers, acquisition, restructuring, consolidation, ..... would fall under transfer policy. Could someone detail what would be the problem in this case (except a limited amount of money of up to 4200 EUR). Unfortunately this is not where we are, and it doesn't look like it's where is going. As for RIPE NCC handling completely on its own the M&A process this is exactly what allowed abuse to happen in the first place (and will still do, even with 2015-01, 2015-04 and 2016-03). And how about a business split - this doesn't feel like handled by the M&A procedure. -- Radu-Adrian FEURDEAN

I’ll entertain your question here, although the question isn’t in relation to the policy proposal, but more about how transfers work .. If a company splits… it is actually very simple … you setup a second LIR .. ( Provided that we are talking about RIPE PA space.. ) … And you transfer the space out that needs to go to the business that is split off, to the new LIR … The new entity / LIR would also receive a free /22 IPv4 and have the right to a /29 IPv6 and request an AS number, if they like, in the process … And also get 2 free access tickets to the next RIPE meeting … and may send employees to a new LIR training. In case you are talking about RIPE PI space .. it is even easier .. You decide who the sponsoring LIR is going to be for the new entity.. ( the split off business.. ) Sign an End-User Agreement with the Sponsoring LIR of choice .. Initiate a transfer to split the original prefix into multiple smaller prefixes.. and divide them between the 2 companies.. Send a signed Transfer agreement document and a copy of the End-User Agreement to the RIPE NCC or upload it through the portal … The new entity doesn’t have any additional rights to an extra /22 or other stuff or free tickets or trainings. Similar as with Legacy space .. only a Confirmation of Transfer to the RIPE NCC Service Region ( no RIPE NCC or Sponsoring LIR contract required even .. ) I’m not saying that there might be corner cases out there that one might bump into however I think that with all the different versions that we worked on, we addressed the ones that are common in normal business practices. The policy proposal doesn’t limit companies from doing M&A’s … and if you would read point 2.2, it clearly points that out in the text.. The text states :

Scarce resources, which are understood as those resources that are allocated or assigned by the RIPE NCC on a restricted basis (such as IPv4 or 16-bit ASNs), cannot be transferred for 24 months from the date the resource was received by the resource holder. This restriction also applies if the resource was received due to a change in the organisation’s business (such as a merger or acquisition).

This restriction does not prevent the resources from being transferred due to further mergers or acquisitions within the 24-month period.

So it doesn't prevent future M&A's .. as that is not possible to restrict and not the intention ... The intention is to avoid speculation by hoarding and combining LIR's and transferring IP space out. Regards, Erik Bais --- Van: address-policy-wg [mailto:address-policy-wg-bounces@ripe.net] Namens Ciprian Nica Verzonden: zaterdag 22 oktober 2016 22:39 Aan: Radu-Adrian FEURDEAN ripe-wgs@radu-adrian.feurdean.net CC: RIPE Address Policy WG List <address-policy-wg@ripe.net> Onderwerp: Re: [address-policy-wg] 2015-04 New Version and Impact Analysis Published (RIPE Resource Transfer Policies) That's a good point, what would happen when a business splits ? I think there are many situations that need to be discussed and if we want to do something good we'd need to cover all situations. And yes, there is definitely the need for better policies in order for NCC to do exactly what the community wants and not leave room for interpretation. Ciprian On Sat, Oct 22, 2016 at 11:33 PM, Radu-Adrian FEURDEAN <ripe-wgs@radu-adrian.feurdean.net> wrote: On Fri, Oct 21, 2016, at 13:42, Sascha Luck [ml] wrote:

RIPE NCC recognises that and puts M&A firmly outside policy. Where it should remain unless the desire is that every transfer application or M&A notification start with filing suit against the NCC.

On the other hand, since RIPE NCC *DOES* allow multiple LIRs per single legal entity, it would make some sense that the M&A procedure (the one outside the policy scope) is limited to only changing the name of the LIR. Of course that would mean that all movements of IP addresses between LIRs, even those related to mergers, acquisition, restructuring, consolidation, ..... would fall under transfer policy. Could someone detail what would be the problem in this case (except a limited amount of money of up to 4200 EUR). Unfortunately this is not where we are, and it doesn't look like it's where is going. As for RIPE NCC handling completely on its own the M&A process this is exactly what allowed abuse to happen in the first place (and will still do, even with 2015-01, 2015-04 and 2016-03). And how about a business split - this doesn't feel like handled by the M&A procedure. -- Radu-Adrian FEURDEAN

Hi all, I want to withdrawn my neutral position on this policy saying I support 2015-04 'cause my feeling is to support anything goes against speculation and not using last IP space to grow the internet. thank you Erik for your work on it kind regards Riccardo Il 24/10/2016 11:54, Riccardo Gori ha scritto:

Hi Erik,

Il 23/10/2016 18:06, Erik Bais ha scritto:

...

I’ll entertain your question here, although the question isn’t in relation to the policy proposal, but more about how transfers work ..

If a company splits… it is actually very simple … you setup a second LIR .. ( Provided that we are talking about RIPE PA space.. ) …

And you transfer the space out that needs to go to the business that is split off, to the new LIR … The new entity / LIR would also receive a free /22 IPv4 and have the right to a /29 IPv6 and request an AS number, if they like, in the process …

And also get 2 free access tickets to the next RIPE meeting … and may send employees to a new LIR training.

In case you are talking about RIPE PI space .. it is even easier .. You decide who the sponsoring LIR is going to be for the new entity.. ( the split off business.. ) Sign an End-User Agreement with the Sponsoring LIR of choice .. Initiate a transfer to split the original prefix into multiple smaller prefixes.. and divide them between the 2 companies..

Send a signed Transfer agreement document and a copy of the End-User Agreement to the RIPE NCC or upload it through the portal … The new entity doesn’t have any additional rights to an extra /22 or other stuff or free tickets or trainings.

Similar as with Legacy space .. only a Confirmation of Transfer to the RIPE NCC Service Region ( no RIPE NCC or Sponsoring LIR contract required even .. )

I’m not saying that there might be corner cases out there that one might bump into however I think that with all the different versions that we worked on, we addressed the ones that are common in normal business practices.

The policy proposal doesn’t limit companies from doing M&A’s … and if you would read point 2.2, it clearly points that out in the text..

The text states :

...

Scarce resources, which are understood as those resources that are allocated or assigned by the RIPE NCC on a restricted basis (such as IPv4 or 16-bit ASNs), cannot be transferred for 24 months from the date the resource was received by the resource holder. This restriction also applies if the resource was received due to a change in the organisation’s business (such as a merger or acquisition). This restriction does not prevent the resources from being transferred due to further mergers or acquisitions within the 24-month period. So it doesn't prevent future M&A's .. as that is not possible to restrict and not the intention ... The intention is to avoid speculation by hoarding and combining LIR's and transferring IP space out.

I wanted to see this stated in the summary proposal as a goal. I confess this proposal see me almost neutral but what I don't like is that the summary proposal has as primary goal collect transfer policies in one document but we are mosltly discussing possibile abuses of M&A procedures. This policy technically forces business process to take place (this makes this policy similar to 2016-03) as example to keep an LIR opened while the company has been acquired. In my point of view is not a good idea to force business processes for reasons already expresses by others: future inconsistence of database, possible back market behind and so on.... Please consider me neutral today i have to think a little bit more about it and maybe need some chat with you.

Said this, text of 2015-04 is wonderfully clean now and is very clear. Thank you for you work Erik. Now I need to go get the plane to get there ;-) see you in Madrid.

regards Riccardo

...

Regards, Erik Bais

---

Van: address-policy-wg [mailto:address-policy-wg-bounces@ripe.net] Namens Ciprian Nica Verzonden: zaterdag 22 oktober 2016 22:39 Aan: Radu-Adrian FEURDEANripe-wgs@radu-adrian.feurdean.net CC: RIPE Address Policy WG List<address-policy-wg@ripe.net> Onderwerp: Re: [address-policy-wg] 2015-04 New Version and Impact Analysis Published (RIPE Resource Transfer Policies)

That's a good point, what would happen when a business splits ? I think there are many situations that need to be discussed and if we want to do something good we'd need to cover all situations. And yes, there is definitely the need for better policies in order for NCC to do exactly what the community wants and not leave room for interpretation.

Ciprian

On Sat, Oct 22, 2016 at 11:33 PM, Radu-Adrian FEURDEAN<ripe-wgs@radu-adrian.feurdean.net> wrote: On Fri, Oct 21, 2016, at 13:42, Sascha Luck [ml] wrote:

...

RIPE NCC recognises that and puts M&A firmly outside policy. Where it should remain unless the desire is that every transfer application or M&A notification start with filing suit against the NCC. On the other hand, since RIPE NCC *DOES* allow multiple LIRs per single legal entity, it would make some sense that the M&A procedure (the one outside the policy scope) is limited to only changing the name of the LIR. Of course that would mean that all movements of IP addresses between LIRs, even those related to mergers, acquisition, restructuring, consolidation, ..... would fall under transfer policy. Could someone detail what would be the problem in this case (except a limited amount of money of up to 4200 EUR). Unfortunately this is not where we are, and it doesn't look like it's where is going.

As for RIPE NCC handling completely on its own the M&A process this is exactly what allowed abuse to happen in the first place (and will still do, even with 2015-01, 2015-04 and 2016-03). And how about a business split - this doesn't feel like handled by the M&A procedure.

-- Radu-Adrian FEURDEAN

-- Ing. Riccardo Gori e-mail:rgori@wirem.net Mobile: +39 339 8925947 Mobile: +34 602 009 437 Profile:https://it.linkedin.com/in/riccardo-gori-74201943 WIREM Fiber Revolution Net-IT s.r.l. Via Cesare Montanari, 2 47521 Cesena (FC) Tel +39 0547 1955485 Fax +39 0547 1950285

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-- Riccardo Gori

On Friday, October 21, 2016, Havard Eidnes <he@uninett.no> wrote:

...

What you say could be expressed (again it's a metaphor) like this:

If you're interested in swaying the opinion in your favour you would do well by avoiding arguing by using metaphors or colurful paraphrasing, and instead argue the individual items you apparently so very much disagree with.

I express my ideas the way I think and I don't give lessons to anyone.

...

As for the takeovers, it's not that I wouldn't get into details. My previous employer has acuired probably over 100 other companies. Every case was particular and some took years to integrate. You can not sell the IPs before integrating their network.

In all the situations, even when we know there was an agreement for acquisition of company X, it wasn't absorbed overnight. The process is complex and involves approvals from various authorities, integration of the network, migration of customers and in the end you can draw the line and mark as unused the as number, IPs, computers, etc.

You conveniently side-stepped answering the case I described. Note that I wrote "*solely* for the purpose of of getting a /22...". In that case there would be no customers to move or networks to merge. I would say it is incumbent upon you to justify that we should keep this loophole as wide as a truck in the policy.

The 24-month holding period puts a damper on this avenue of abuse against the intention of the last /8 policy, and would put a little bit more longevity into the availability of the resources under that policy. It may be that this diminishes your company's prospects of near-future income, to which I would say that basing your buisness on the abuse of something which is perceived as a common resource is perhaps not worthy of so much sympathy?

Again, unfunded personal attacks. Why do you have to analyze the person and not the idea. Who gives you the right to accuse make such allegations and what is the purpose of this ? Have I taken advantage of a loophole ? Just let everyone know about it, like I did in regard to one of the chairs, don't throw accusations just because you don't agree with me.

Regards,

- Håvard

On Friday, October 21, 2016, Havard Eidnes <he@uninett.no> wrote:

...

...

You conveniently side-stepped answering the case I described. Note that I wrote "*solely* for the purpose of of getting a /22...". In that case there would be no customers to move or networks to merge. I would say it is incumbent upon you to justify that we should keep this loophole as wide as a truck in the policy.

The 24-month holding period puts a damper on this avenue of abuse against the intention of the last /8 policy, and would put a little bit more longevity into the availability of the resources under that policy. It may be that this diminishes your company's prospects of near-future income, to which I would say that basing your buisness on the abuse of something which is perceived as a common resource is perhaps not worthy of so much sympathy?

Again, unfounded personal attacks.

Please read that again.

I said "It may be..." (last paragraph above).

That means inducing ideas and it's an accusation.

...

Why do you have to analyze the person and not the idea.

The idea I beleive is section 2.2 in the 2015-04 proposal. I beleive I have argued for its presence, by describing the abuse against the last /8 policy we'd otherwise be widely open to.

...

Who gives you the right to accuse make such allegations and what is the purpose of this? Have I taken advantage of a loophole?

I beleive that if you read what I wrote earlier more carefully, you would come to the conclusion that I have not made such a claim.

However, you're strongly defending the continued presence of a loophole in the policy as wide as a truck, permitting behaviour such as described earlier. I'd say it falls upon you to justify why we should let status quo continue, where the stated intention of the last /8 policy is widely open for ... circumvention.

You made remarks specifically to me and my company. I have explained why I don't support this policy.

If you notice a problem and want to fix it the process is to make a proposal and we debate it. But using a policy that is intended to do something and "fix" something else doesn't seem at least appropriate. And if I don't like Hillary it doesn't mean I support Trump. It's not always black and white, therefore please don't reach conclusions regarding me and my company only based on my opinions. I'm sure that I'm not always right but I'm sure that I express exactly what I think all the time. Ciprian