[CWG-Stewardship] Initial Discussion Draft on Transition Models

[Greg Shatan]

I think that any of the following are legally possible:

1. ICANN retains the contracts with the RIRs and IETF, with a minor
amendment allowing ICANN to offer the service, but have the service
fulfilled by its wholly-controlled affiliate (or wholly-owned subsidiary)
PTI.
2. ICANN enters into an "assignment and assumption" agreement whereby PTI
takes over ICANN's position in the agreements.
3, ICANN and the RIRs/IETF terminate the current agreements, and IANA
enters into new agreements with the RIRs and IETF.

The first option fits the principle of "change as little as possible (and
explain any change you make".
The second option fits the principle of "make PTI as easily separable from
ICANN as possible."
The third option fits the principle of "let's make everything messy and
complicated."

Greg
(Caveat: Not legal advice, but a response from a lawyer)

*Gregory S. Shatan **ï* *Abelman Frayne & Schwab*

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On Tue, Apr 7, 2015 at 6:28 PM, Milton L Mueller <mueller at syr.edu> wrote:

> Let me build on some of the questions Andrew asked. A later message will
> add a few questions of my own.
>
> > In I.A, particularly in numbers 4 and 6, I can't tell whether the
> > assumption is that there are new agreements between PTI and the
> > RIRs, and PTI and IETF.  I think the fact that PTI is a new legal entity
> > means that new agreements would be required.  Is that correct?
>
> I think that's not necessarily correct, but agree that this is a question
> worth resolving. If the PTI is an affiliate of ICANN and is created by
> means of a transfer of the assets of the existing IANA department to the
> PTI affiliate, why couldn't ICANN's IANA department's existing contracts go
> along with it? Corporations with contracts change ownership all the time,
> and divest entities all the time; I suspect that this does not require them
> to re-negotiate every contract they have. But let's let the lawyers answer
> that.
>
> > reason I ask this is because there is a possible risk of things coming
> > apart if the other operational communities need to be engaged in a
> > new negotiation.  If PTI just takes the existing agreements and does a
> > global search and replace for ICANN with PTI, that's nice, but it doesn't
> > solve everything.  For instance, the IETF would have to publish a new
> > version of RFC 2860.
>
> I would note that the CRISP proposal requires a new MoU or contract
> anyway, so I don't see any inconveniences there. So we are really only
> talking about protocols community.
>
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