[members-discuss] [cs] Change of conditions

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/required-documents-for-registry-updates <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 at 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 at ripe.net> on behalf of Фри Дата <freedatas at yandex.ru>
>> Date: Wednesday 12 December 2018 at 13:37
>> To: "members-discuss at ripe.net" <members-discuss at 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 at 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
>> 
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