Dear all. I would like to ask you one question. If one company open account in June 2018, but respected executive board decides to implement restrictions in September - should the company to apply this restrictions? I mean the document https://www.ripe.net/publications/docs/ripe-709#transfer35 -- ---------- Best regards, Alexey Bulgakov
Hi, * This document refers to https://www.ripe.net/publications/docs/ripe-682#2-2-transfer-restrictions where you can read next: * This restriction does not prevent the resources from being transferred due to further mergers or acquisitions within the 24-month period. The RIPE NCC will ask proof of an actual M&A documented by a legal party as a notary in case an actual M&A has occurred. The RIPE policy can’t over-rule actual business decisions like an M&A and with any normal business M&A this is properly documented between parties, typically with a full agreement from lawyers. And that kind of documentation is required. If the documentation can’t be produced, because the party is just trying to trick the system (to sell their just received IP resources), the restriction apply. This was decided by the community (not ‘just’ decided by the RIPE NCC or the Exec Board) when the Transfer policy was presented and discussed. Regards, Erik Bais Author of the Transfer policy : https://www.ripe.net/publications/docs/ripe-682 From: members-discuss <members-discuss-bounces@ripe.net> on behalf of Фри Дата <freedatas@yandex.ru> Date: Wednesday 12 December 2018 at 13:37 To: "members-discuss@ripe.net" <members-discuss@ripe.net> Subject: Re: [members-discuss] Change of conditions Hi. I agree with Alexey. Also I want to pay attention on https://www.ripe.net/publications/docs/ripe-709#transfer35. This document refers to https://www.ripe.net/publications/docs/ripe-682#2-2-transfer-restrictions where you can read next: This restriction does not prevent the resources from being transferred due to further mergers or acquisitions within the 24-month period. But dear RIPE tells that they cannot transfer the resources in case of change the business structure because of 24 month restriction. How can we understand it? 12.12.2018, 13:03, "Aleksey Bulgakov" <aleksbulgakov@gmail.com>: Dear all. I would like to ask you one question. If one company open account in June 2018, but respected executive board decides to implement restrictions in September - should the company to apply this restrictions? I mean the document https://www.ripe.net/publications/docs/ripe-709#transfer35 -- ---------- Best regards, Alexey Bulgakov _______________________________________________ members-discuss mailing list members-discuss@ripe.net<mailto:members-discuss@ripe.net> https://lists.ripe.net/mailman/listinfo/members-discuss Unsubscribe: https://lists.ripe.net/mailman/options/members-discuss/freedatas%40yandex.ru
On Wed, Dec 12, 2018 at 12:50:05PM +0000, Erik Bais wrote:
The RIPE NCC will ask proof of an actual M&A documented by a legal party as a notary in case an actual M&A has occurred. The RIPE policy can’t over-rule actual business decisions like an M&A and with any normal business M&A this is properly documented between parties, typically with a full agreement from lawyers. And that kind of documentation is required.
I'd like to see input from the NCC here as to what *precisely* constitutes acceptable documentation of a merger or acquisition. Is the assertion that "a full agreement from lawyers" is required true? I believe the NCC owes its members, at the very least,a clear set-out of "the rules" so members will at least be aware of how the NCC allows them to conduct their business.
If the documentation can’t be produced, because the party is just trying to trick the system (to sell their just received IP resources), the restriction apply.
Please provide evidence for your assertion that inability to provide this documentation constitutes "trying to trick the system". In the absence of said evidence, Hitchens's Razor applies.
This was decided by the community (not ‘just’ decided by the RIPE NCC or the Exec Board) when the Transfer policy was presented and discussed.
The community (or even the membership) did not decide what 'documentation' is allowable to make a M&A 'legit'. Regards, Sascha Luck
From: members-discuss <members-discuss-bounces@ripe.net> on behalf of Фри Дата <freedatas@yandex.ru> Date: Wednesday 12 December 2018 at 13:37 To: "members-discuss@ripe.net" <members-discuss@ripe.net> Subject: Re: [members-discuss] Change of conditions
Hi.
I agree with Alexey. Also I want to pay attention on https://www.ripe.net/publications/docs/ripe-709#transfer35.
This document refers to https://www.ripe.net/publications/docs/ripe-682#2-2-transfer-restrictions where you can read next:
This restriction does not prevent the resources from being transferred due to further mergers or acquisitions within the 24-month period.
But dear RIPE tells that they cannot transfer the resources in case of change the business structure because of 24 month restriction. How can we understand it?
12.12.2018, 13:03, "Aleksey Bulgakov" <aleksbulgakov@gmail.com>:
Dear all.
I would like to ask you one question.
If one company open account in June 2018, but respected executive board decides to implement restrictions in September - should the company to apply this restrictions?
I mean the document https://www.ripe.net/publications/docs/ripe-709#transfer35 -- ---------- Best regards, Alexey Bulgakov
_______________________________________________ members-discuss mailing list members-discuss@ripe.net<mailto:members-discuss@ripe.net> https://lists.ripe.net/mailman/listinfo/members-discuss Unsubscribe: https://lists.ripe.net/mailman/options/members-discuss/freedatas%40yandex.ru
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Dear Sasha, Thank you for your question. Please find our response below. On 12/12/2018 16:04, Sascha Luck [ml] wrote:
I'd like to see input from the NCC here as to what *precisely* constitutes acceptable documentation of a merger or acquisition. Is the assertion that "a full agreement from lawyers" is required true? I believe the NCC owes its members, at the very least,a clear set-out of "the rules" so members will at least be aware of how the NCC allows them to conduct their business.
We list the documentation that is required here: https://www.ripe.net/manage-ips-and-asns/resource-transfers-and-mergers/requ... <https://www.ripe.net/manage-ips-and-asns/resource-transfers-and-mergers/required-documents-for-registry-updates> When we mention documentation from a national authority, this refers to an entry in a trade registry, or another document issued by a chamber of commerce - anything from a national authority which can certify that changes to an organisation or its business structure have taken place. An agreement from lawyers would not meet this requirement because they are not a national authority. While we aim to provide our members with certainty wherever possible, we are unable to supply an exact definition of what is acceptable. This is because the exact legal frameworks around company registration and changes to the legal structure of companies can vary. It is also not practical to supply an exhaustive list of all national authorities in all countries that we serve. In cases where a member has questions, they can always contact us with questions about the supporting documentation. While our due diligence processes might seem cumbersome at times, given the stakes involved for some organisations, it's important that we get this right. Kind regards, Henriette van Ingen Customer Services Manager RIPE NCC
On 12 Dec 2018, at 16:04, Sascha Luck [ml] <ripe-md@c4inet.net> wrote:
On Wed, Dec 12, 2018 at 12:50:05PM +0000, Erik Bais wrote:
The RIPE NCC will ask proof of an actual M&A documented by a legal party as a notary in case an actual M&A has occurred. The RIPE policy can’t over-rule actual business decisions like an M&A and with any normal business M&A this is properly documented between parties, typically with a full agreement from lawyers. And that kind of documentation is required.
I'd like to see input from the NCC here as to what *precisely* constitutes acceptable documentation of a merger or acquisition. Is the assertion that "a full agreement from lawyers" is required true? I believe the NCC owes its members, at the very least,a clear set-out of "the rules" so members will at least be aware of how the NCC allows them to conduct their business.
If the documentation can’t be produced, because the party is just trying to trick the system (to sell their just received IP resources), the restriction apply.
Please provide evidence for your assertion that inability to provide this documentation constitutes "trying to trick the system". In the absence of said evidence, Hitchens's Razor applies.
This was decided by the community (not ‘just’ decided by the RIPE NCC or the Exec Board) when the Transfer policy was presented and discussed.
The community (or even the membership) did not decide what 'documentation' is allowable to make a M&A 'legit'.
Regards, Sascha Luck
From: members-discuss <members-discuss-bounces@ripe.net> on behalf of Фри Дата <freedatas@yandex.ru> Date: Wednesday 12 December 2018 at 13:37 To: "members-discuss@ripe.net" <members-discuss@ripe.net> Subject: Re: [members-discuss] Change of conditions
Hi.
I agree with Alexey. Also I want to pay attention on https://www.ripe.net/publications/docs/ripe-709#transfer35.
This document refers to https://www.ripe.net/publications/docs/ripe-682#2-2-transfer-restrictions where you can read next:
This restriction does not prevent the resources from being transferred due to further mergers or acquisitions within the 24-month period.
But dear RIPE tells that they cannot transfer the resources in case of change the business structure because of 24 month restriction. How can we understand it?
12.12.2018, 13:03, "Aleksey Bulgakov" <aleksbulgakov@gmail.com>:
Dear all.
I would like to ask you one question.
If one company open account in June 2018, but respected executive board decides to implement restrictions in September - should the company to apply this restrictions?
I mean the document https://www.ripe.net/publications/docs/ripe-709#transfer35 -- ---------- Best regards, Alexey Bulgakov
_______________________________________________ members-discuss mailing list members-discuss@ripe.net<mailto:members-discuss@ripe.net> https://lists.ripe.net/mailman/listinfo/members-discuss Unsubscribe: https://lists.ripe.net/mailman/options/members-discuss/freedatas%40yandex.ru
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On 14/12/2018 12:00, Henriette Van Ingen wrote:
When we mention documentation from a national authority, this refers to an entry in a trade registry, or another document issued by a chamber of commerce - anything from a national authority which can certify that changes to an organisation or its business structure have taken place. An agreement from lawyers would not meet this requirement because they are not a national authority.
But we are not talking about "lawyers" we are talking about a Commissioner for Oaths which is a beast of a totally different colour. Some countries do not have a national authority that keeps track of mergers and acquisitions. In this case there *must* be a different defined document that can be used to verify M&As and in the UK at least, the RIPE NCC has, in the past, agreed to accept an affidavit. Nigel
On Wed, Dec 12, 2018 at 12:50:05PM +0000, Erik Bais wrote:
The RIPE NCC will ask proof of an actual M&A documented by a legal party as a notary in case an actual M&A has occurred. The RIPE policy can’t over-rule actual business decisions like an M&A and with any normal business M&A this is properly documented between parties, typically with a full agreement from lawyers. And that kind of documentation is required.
I'd like to see input from the NCC here as to what *precisely* constitutes acceptable documentation of a merger or acquisition. Is the assertion that "a full agreement from lawyers" is required true? I believe the NCC owes its members, at the very least,a clear set-out of "the rules" so members will at least be aware of how the NCC allows them to conduct their business. *Without* my EB hat on and just as someone who has helped other members over this particular hurdle, what they want is some sort of "officially issued" documentation that an M&A has taken place. The UK has the difficulty that no such documentation is produced by Companies House (which is the official recorder of All Things Business). The NCC has agreed that an affidavit with apostille is acceptable for M&As taking
On 12/12/2018 16:04, Sascha Luck [ml] wrote: place in the UK. I think that affidavits or their equivalent are probably available in most countries, so that I would expect that where there is no "officially issued" M&A paperwork an affidavit should do. However, note that only those countries which have signed the 1961 Hague Apostille convention will be able to issue a suitable affidavit which is acceptable across national boundaries. This appears to cover pretty much the whole RIPE NCC service region but I await Athina's official correction of all or part of this email. Note that in order to get an affidavit issued you will have to prove to the issuing authority that the merger/acquisition has actually taken place. In effect what is happening is that the NCC is transferring the burden of proof to a competent national authority, which seems entirely reasonable to me. Having said that, I agree with Sascha that it would seem to be appropriate for the NCC to issue a table stating for each country what documentation is acceptable for certifying that a M&A has taken place. The danger of doing this is, of course, that those who's business seems to be to attempt to defraud the membership and obtain more than their fair share of the very scarce remaining IPv4 resource will find it easier to do so. Against this must be balanced the better ease of those going about their legitimate business. What do people think? Nigel
I say don't publish a list of acceptable M&A documentation until the new entrants pool is empty. Once such a list is published, it will be abused, and then RIPE will have to choose new acceptable documentation. The ARIN staff has described to me the many similar "probes" they experience by fraudsters trying to find the cheapest effective methods of acquiring blocks fraudulently. ARIN has chosen not to produce such a detailed list of acceptable documentation to avoid educating fraudsters, and at this point I think the danger Nigel notes outweighs the benefits to legitimate members. My two cents. Regards, Mike Burns -----Original Message----- From: members-discuss <members-discuss-bounces@ripe.net> On Behalf Of Nigel Titley Sent: Friday, December 14, 2018 7:24 AM To: exec-board@ripe.net; members-discuss@ripe.net Subject: Re: [members-discuss] [exec-board] Change of conditions On 12/12/2018 16:04, Sascha Luck [ml] wrote:
On Wed, Dec 12, 2018 at 12:50:05PM +0000, Erik Bais wrote:
The RIPE NCC will ask proof of an actual M&A documented by a legal party as a notary in case an actual M&A has occurred. The RIPE policy can’t over-rule actual business decisions like an M&A and with any normal business M&A this is properly documented between parties, typically with a full agreement from lawyers. And that kind of documentation is required.
I'd like to see input from the NCC here as to what *precisely* constitutes acceptable documentation of a merger or acquisition. Is the assertion that "a full agreement from lawyers" is required true? I believe the NCC owes its members, at the very least,a clear set-out of "the rules" so members will at least be aware of how the NCC allows them to conduct their business. *Without* my EB hat on and just as someone who has helped other members over this particular hurdle, what they want is some sort of "officially issued" documentation that an M&A has taken place. The UK has the difficulty that no such documentation is produced by Companies House (which is the official recorder of All Things Business). The NCC has agreed that an affidavit with apostille is acceptable for M&As taking place in the UK. I think that affidavits or their equivalent are probably available in most countries, so that I would expect that where there is no "officially issued" M&A paperwork an affidavit should do. However, note that only those countries which have signed the 1961 Hague Apostille convention will be able to issue a suitable affidavit which is acceptable across national boundaries. This appears to cover pretty much the whole RIPE NCC service region but I await Athina's official correction of all or part of this email. Note that in order to get an affidavit issued you will have to prove to the issuing authority that the merger/acquisition has actually taken place. In effect what is happening is that the NCC is transferring the burden of proof to a competent national authority, which seems entirely reasonable to me.
Having said that, I agree with Sascha that it would seem to be appropriate for the NCC to issue a table stating for each country what documentation is acceptable for certifying that a M&A has taken place. The danger of doing this is, of course, that those who's business seems to be to attempt to defraud the membership and obtain more than their fair share of the very scarce remaining IPv4 resource will find it easier to do so. Against this must be balanced the better ease of those going about their legitimate business. What do people think? Nigel _______________________________________________ members-discuss mailing list members-discuss@ripe.net https://lists.ripe.net/mailman/listinfo/members-discuss Unsubscribe: https://lists.ripe.net/mailman/options/members-discuss/mike%40iptrading.com
The UK has the difficulty that no such documentation is produced by Companies House (which is the official recorder of All Things Business).
I remember discussing with Nigel this exact problem a few years ago at a train station :)
The NCC has agreed that an affidavit with apostille is acceptable for M&As taking place in the UK. I think that affidavits or their equivalent are probably available in most countries, so that I would expect that where there is no "officially issued" M&A paperwork an affidavit should do.
Whether that is practical/possible depends on whether you need them from the acquirer, the acquired or both, however the caveat being ...
Note that in order to get an affidavit issued you will have to prove to the issuing authority that the merger/acquisition has actually taken place.
Sadly this isn't close to being true. You can post almost any document on a company letterhead to an apostile service in most countries and a week later you get back the certificate and a 50 euro charge to your c/card - no "proof" is generally asked/required Rob --- This email has been checked for viruses by Avast antivirus software. https://www.avast.com/antivirus
participants (9)
-
Aleksey Bulgakov -
Erik Bais -
FreeData -
Henriette Van Ingen -
Mike Burns -
Nigel Titley -
Rob Golding -
Sascha Luck [ml] -
Фри Дата