Re: [Gnso-newgtld-wg] Proposed Agenda - New gTLD Subsequent Procedures PDP WG - Thursday, 11 June at 20:00 UTC for 90 Minutes
Dear all, As a follow-up to the agenda and specifically regarding item 2 -- there is some proposed recommendation/implementation guidance text in the Working Document on page 6 that we will reference on the call. It draws on Jeff’s proposal below and input from WG members on the last call. For easy reference, I’m including it by email, as well: Recommendation xx: If an applicant qualifies for Applicant Support and is part of a contention set that is resolved through an auction of last resort, a bid credit, multiplier, or other similar mechanism must apply to the bid submitted by that applicant. Implementation Guidance xx: Research should be conducted in the implementation phase to determine the exact nature and amount of the bid credit, multiplier, or other mechanism described in recommendation xx. Implementation Guidance xx: If the Applicant getting Applicant Support prevails in an auction, there should be restrictions placed on the Applicant from assigning the Registry Agreement, and/or from any Change of Control for a period of no less than three (3) years. This restriction is in place to prevent gaming of the applicant support program whereby an applicant immediately transfers its ownership of a registry to a third party in exchange for any form of financial gain. However, legitimate assignments (e.g., changing of ownership due to death or retirement, etc., assignments to subsidiaries, etc.) shall be permitted. All assignments after such time shall be governed under the then-current Registry Agreement standard provisions; provided that any Assignment or Change of Control after the third year, but prior to the seventh (7th) year, shall require the applicant to repay the full amount of financial support received through the ASP Program plus an additional ten percent (10%). Rationale: By definition, applicants qualified to receive applicant support have demonstrated that they have limited financial resources available to apply for a TLD. Applicants with limited financial resources are expected to be disadvantaged when participating in auctions of last resort. The Working Group recommends increasing the chances of applicants qualified to receive applicant support winning at auction by applying a bid credit, multiplier, or other similar mechanism for bids submitted by such applicants to increase their chances of success at auction. The Working Group recommends that in the implementation phase, appropriate expertise and research should be leveraged to determine the exact nature and amount of the bid credit, multiplier, or other similar mechanism. To reduce the risk of gaming, the Working Group suggests additional restrictions on assigning the Registry Agreement and/or Change of Control for those Registry Operators that have benefited from a bid credit, multiplier, or similar mechanism. Kind regards, Emily From: Gnso-newgtld-wg <gnso-newgtld-wg-bounces@icann.org> on behalf of Julie Hedlund <julie.hedlund@icann.org> Date: Wednesday, 10 June 2020 at 20:39 To: "gnso-newgtld-wg@icann.org" <gnso-newgtld-wg@icann.org> Subject: [Gnso-newgtld-wg] Proposed Agenda - New gTLD Subsequent Procedures PDP WG - Thursday, 11 June at 20:00 UTC for 90 Minutes Dear all, Please find below the proposed agenda for the call on Thursday, 11 June 2020 at 20:00 UTC for 90 minutes. Proposed Agenda: 1. Review Agenda/Updates to Statements of Interest 2. Applicant Support (multipliers at auction) page 6 in 2.1 Auctions: Mechanisms of Last Resort & 2.2 Private Resolution of Contention Sets (Including Private Auction): https://docs.google.com/document/d/1kUlmZH8nxWTgfcRluA5FxLheMm4XhhOwkRt7om52... [docs.google.com]<https://urldefense.proofpoint.com/v2/url?u=https-3A__docs.google.com_documen...> and proposed language from Jeff Neuman – see below for latest 3. Review "Can't Live With" comments on package 4: https://docs.google.com/document/d/1Hh8Wj3IwXvi91Am1k4Zoooct2zmPOmVe1pLmjQLu... [docs.google.com]<https://urldefense.proofpoint.com/v2/url?u=https-3A__docs.google.com_documen...>: 4. AOB If you need a dial out or would like to submit an apology, please email gnso-secs@icann.org<mailto:gnso-secs@icann.org>. Kind regards, Julie --- Applicant Support (multipliers at auction), proposed revised language: Re: Highlighted language: How do we word allowing assignments/change of control through the normal course of business (changing corporate entities, death or retirement of owners, etc.). If we just use the standard, you can assign to parents or subs, then that will allow reverse triangular mergers which gets around the whole no assignment/change of control rules. “If the Applicant getting Applicant Support prevails in an auction, there should be restrictions placed on the Applicant from assigning the Registry Agreement, and/or from any Change of Control for a period of no less than three (3) years. This restriction is in place to prevent gaming of the applicant support program whereby an applicant immediately transfers its ownership of a registry to a third party in exchange for any form of financial gain. However, legitimate assignments (e.g., changing of ownership due to death or retirement, etc., assignments to subsidiaries, etc.) shall be permitted. All assignments after such time shall be governed under the then-current Registry Agreement standard provisions; provided that any Assignment or Change of Control after the third year, but prior to the seventh (7th) year, shall require the applicant to repay the full amount of financial support received through the ASP Program plus an additional ten percent (10%).
Hi All, So, 3 years from what? The auction, the contract signing, the delegation of the domain name, the launch of the TLD, etc.? Best, Paul To receive regular COVID-19 updates from Taft, subscribe here<https://www.taftlaw.com/general/subscribe>. For additional resources, visit Taft's COVID-19 Resource Toolkit<https://www.taftlaw.com/general/coronavirus-covid-19-resource-toolkit>. This message may contain information that is attorney-client privileged, attorney work product or otherwise confidential. If you are not an intended recipient, use and disclosure of this message are prohibited. If you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. From: Gnso-newgtld-wg <gnso-newgtld-wg-bounces@icann.org> On Behalf Of Emily Barabas Sent: Thursday, June 11, 2020 9:39 AM To: Julie Hedlund <julie.hedlund@icann.org>; gnso-newgtld-wg@icann.org Subject: Re: [Gnso-newgtld-wg] Proposed Agenda - New gTLD Subsequent Procedures PDP WG - Thursday, 11 June at 20:00 UTC for 90 Minutes Dear all, As a follow-up to the agenda and specifically regarding item 2 -- there is some proposed recommendation/implementation guidance text in the Working Document on page 6 that we will reference on the call. It draws on Jeff’s proposal below and input from WG members on the last call. For easy reference, I’m including it by email, as well: Recommendation xx: If an applicant qualifies for Applicant Support and is part of a contention set that is resolved through an auction of last resort, a bid credit, multiplier, or other similar mechanism must apply to the bid submitted by that applicant. Implementation Guidance xx: Research should be conducted in the implementation phase to determine the exact nature and amount of the bid credit, multiplier, or other mechanism described in recommendation xx. Implementation Guidance xx: If the Applicant getting Applicant Support prevails in an auction, there should be restrictions placed on the Applicant from assigning the Registry Agreement, and/or from any Change of Control for a period of no less than three (3) years. This restriction is in place to prevent gaming of the applicant support program whereby an applicant immediately transfers its ownership of a registry to a third party in exchange for any form of financial gain. However, legitimate assignments (e.g., changing of ownership due to death or retirement, etc., assignments to subsidiaries, etc.) shall be permitted. All assignments after such time shall be governed under the then-current Registry Agreement standard provisions; provided that any Assignment or Change of Control after the third year, but prior to the seventh (7th) year, shall require the applicant to repay the full amount of financial support received through the ASP Program plus an additional ten percent (10%). Rationale: By definition, applicants qualified to receive applicant support have demonstrated that they have limited financial resources available to apply for a TLD. Applicants with limited financial resources are expected to be disadvantaged when participating in auctions of last resort. The Working Group recommends increasing the chances of applicants qualified to receive applicant support winning at auction by applying a bid credit, multiplier, or other similar mechanism for bids submitted by such applicants to increase their chances of success at auction. The Working Group recommends that in the implementation phase, appropriate expertise and research should be leveraged to determine the exact nature and amount of the bid credit, multiplier, or other similar mechanism. To reduce the risk of gaming, the Working Group suggests additional restrictions on assigning the Registry Agreement and/or Change of Control for those Registry Operators that have benefited from a bid credit, multiplier, or similar mechanism. Kind regards, Emily From: Gnso-newgtld-wg <gnso-newgtld-wg-bounces@icann.org<mailto:gnso-newgtld-wg-bounces@icann.org>> on behalf of Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>> Date: Wednesday, 10 June 2020 at 20:39 To: "gnso-newgtld-wg@icann.org<mailto:gnso-newgtld-wg@icann.org>" <gnso-newgtld-wg@icann.org<mailto:gnso-newgtld-wg@icann.org>> Subject: [Gnso-newgtld-wg] Proposed Agenda - New gTLD Subsequent Procedures PDP WG - Thursday, 11 June at 20:00 UTC for 90 Minutes Dear all, Please find below the proposed agenda for the call on Thursday, 11 June 2020 at 20:00 UTC for 90 minutes. Proposed Agenda: 1. Review Agenda/Updates to Statements of Interest 2. Applicant Support (multipliers at auction) page 6 in 2.1 Auctions: Mechanisms of Last Resort & 2.2 Private Resolution of Contention Sets (Including Private Auction): https://docs.google.com/document/d/1kUlmZH8nxWTgfcRluA5FxLheMm4XhhOwkRt7om52... [docs.google.com]<https://urldefense.proofpoint.com/v2/url?u=https-3A__docs.google.com_documen...> and proposed language from Jeff Neuman – see below for latest 3. Review "Can't Live With" comments on package 4: https://docs.google.com/document/d/1Hh8Wj3IwXvi91Am1k4Zoooct2zmPOmVe1pLmjQLu... [docs.google.com]<https://urldefense.proofpoint.com/v2/url?u=https-3A__docs.google.com_documen...>: 4. AOB If you need a dial out or would like to submit an apology, please email gnso-secs@icann.org<mailto:gnso-secs@icann.org>. Kind regards, Julie --- Applicant Support (multipliers at auction), proposed revised language: Re: Highlighted language: How do we word allowing assignments/change of control through the normal course of business (changing corporate entities, death or retirement of owners, etc.). If we just use the standard, you can assign to parents or subs, then that will allow reverse triangular mergers which gets around the whole no assignment/change of control rules. “If the Applicant getting Applicant Support prevails in an auction, there should be restrictions placed on the Applicant from assigning the Registry Agreement, and/or from any Change of Control for a period of no less than three (3) years. This restriction is in place to prevent gaming of the applicant support program whereby an applicant immediately transfers its ownership of a registry to a third party in exchange for any form of financial gain. However, legitimate assignments (e.g., changing of ownership due to death or retirement, etc., assignments to subsidiaries, etc.) shall be permitted. All assignments after such time shall be governed under the then-current Registry Agreement standard provisions; provided that any Assignment or Change of Control after the third year, but prior to the seventh (7th) year, shall require the applicant to repay the full amount of financial support received through the ASP Program plus an additional ten percent (10%).
Pail, I don’t really think it matters which, provided there is consistency. That said, signature of contract seems to me to make the most sense since that date is readily available to anyone by looking at the contract,which will,be published on the ICANN website in a designated space, whereas identifying the auction date or delegation date, after the event, likely requires more digging. Get Outlook for iOS<https://aka.ms/o0ukef> ________________________________ From: Gnso-newgtld-wg <gnso-newgtld-wg-bounces@icann.org> on behalf of McGrady, Paul D. <PMcGrady@taftlaw.com> Sent: Thursday, June 11, 2020 8:23:57 PM To: Emily Barabas <emily.barabas@icann.org>; Julie Hedlund <julie.hedlund@icann.org>; gnso-newgtld-wg@icann.org <gnso-newgtld-wg@icann.org> Subject: Re: [Gnso-newgtld-wg] Proposed Agenda - New gTLD Subsequent Procedures PDP WG - Thursday, 11 June at 20:00 UTC for 90 Minutes Hi All, So, 3 years from what? The auction, the contract signing, the delegation of the domain name, the launch of the TLD, etc.? Best, Paul To receive regular COVID-19 updates from Taft, subscribe here<https://www.taftlaw.com/general/subscribe>. For additional resources, visit Taft's COVID-19 Resource Toolkit<https://www.taftlaw.com/general/coronavirus-covid-19-resource-toolkit>. This message may contain information that is attorney-client privileged, attorney work product or otherwise confidential. If you are not an intended recipient, use and disclosure of this message are prohibited. If you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. From: Gnso-newgtld-wg <gnso-newgtld-wg-bounces@icann.org> On Behalf Of Emily Barabas Sent: Thursday, June 11, 2020 9:39 AM To: Julie Hedlund <julie.hedlund@icann.org>; gnso-newgtld-wg@icann.org Subject: Re: [Gnso-newgtld-wg] Proposed Agenda - New gTLD Subsequent Procedures PDP WG - Thursday, 11 June at 20:00 UTC for 90 Minutes Dear all, As a follow-up to the agenda and specifically regarding item 2 -- there is some proposed recommendation/implementation guidance text in the Working Document on page 6 that we will reference on the call. It draws on Jeff’s proposal below and input from WG members on the last call. For easy reference, I’m including it by email, as well: Recommendation xx: If an applicant qualifies for Applicant Support and is part of a contention set that is resolved through an auction of last resort, a bid credit, multiplier, or other similar mechanism must apply to the bid submitted by that applicant. Implementation Guidance xx: Research should be conducted in the implementation phase to determine the exact nature and amount of the bid credit, multiplier, or other mechanism described in recommendation xx. Implementation Guidance xx: If the Applicant getting Applicant Support prevails in an auction, there should be restrictions placed on the Applicant from assigning the Registry Agreement, and/or from any Change of Control for a period of no less than three (3) years. This restriction is in place to prevent gaming of the applicant support program whereby an applicant immediately transfers its ownership of a registry to a third party in exchange for any form of financial gain. However, legitimate assignments (e.g., changing of ownership due to death or retirement, etc., assignments to subsidiaries, etc.) shall be permitted. All assignments after such time shall be governed under the then-current Registry Agreement standard provisions; provided that any Assignment or Change of Control after the third year, but prior to the seventh (7th) year, shall require the applicant to repay the full amount of financial support received through the ASP Program plus an additional ten percent (10%). Rationale: By definition, applicants qualified to receive applicant support have demonstrated that they have limited financial resources available to apply for a TLD. Applicants with limited financial resources are expected to be disadvantaged when participating in auctions of last resort. The Working Group recommends increasing the chances of applicants qualified to receive applicant support winning at auction by applying a bid credit, multiplier, or other similar mechanism for bids submitted by such applicants to increase their chances of success at auction. The Working Group recommends that in the implementation phase, appropriate expertise and research should be leveraged to determine the exact nature and amount of the bid credit, multiplier, or other similar mechanism. To reduce the risk of gaming, the Working Group suggests additional restrictions on assigning the Registry Agreement and/or Change of Control for those Registry Operators that have benefited from a bid credit, multiplier, or similar mechanism. Kind regards, Emily From: Gnso-newgtld-wg <gnso-newgtld-wg-bounces@icann.org<mailto:gnso-newgtld-wg-bounces@icann.org>> on behalf of Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>> Date: Wednesday, 10 June 2020 at 20:39 To: "gnso-newgtld-wg@icann.org<mailto:gnso-newgtld-wg@icann.org>" <gnso-newgtld-wg@icann.org<mailto:gnso-newgtld-wg@icann.org>> Subject: [Gnso-newgtld-wg] Proposed Agenda - New gTLD Subsequent Procedures PDP WG - Thursday, 11 June at 20:00 UTC for 90 Minutes Dear all, Please find below the proposed agenda for the call on Thursday, 11 June 2020 at 20:00 UTC for 90 minutes. Proposed Agenda: 1. Review Agenda/Updates to Statements of Interest 2. Applicant Support (multipliers at auction) page 6 in 2.1 Auctions: Mechanisms of Last Resort & 2.2 Private Resolution of Contention Sets (Including Private Auction): https://docs.google.com/document/d/1kUlmZH8nxWTgfcRluA5FxLheMm4XhhOwkRt7om52... [docs.google.com]<https://urldefense.proofpoint.com/v2/url?u=https-3A__docs.google.com_documen...> and proposed language from Jeff Neuman – see below for latest 3. Review "Can't Live With" comments on package 4: https://docs.google.com/document/d/1Hh8Wj3IwXvi91Am1k4Zoooct2zmPOmVe1pLmjQLu... [docs.google.com]<https://urldefense.proofpoint.com/v2/url?u=https-3A__docs.google.com_documen...>: 4. AOB If you need a dial out or would like to submit an apology, please email gnso-secs@icann.org<mailto:gnso-secs@icann.org>. Kind regards, Julie --- Applicant Support (multipliers at auction), proposed revised language: Re: Highlighted language: How do we word allowing assignments/change of control through the normal course of business (changing corporate entities, death or retirement of owners, etc.). If we just use the standard, you can assign to parents or subs, then that will allow reverse triangular mergers which gets around the whole no assignment/change of control rules. “If the Applicant getting Applicant Support prevails in an auction, there should be restrictions placed on the Applicant from assigning the Registry Agreement, and/or from any Change of Control for a period of no less than three (3) years. This restriction is in place to prevent gaming of the applicant support program whereby an applicant immediately transfers its ownership of a registry to a third party in exchange for any form of financial gain. However, legitimate assignments (e.g., changing of ownership due to death or retirement, etc., assignments to subsidiaries, etc.) shall be permitted. All assignments after such time shall be governed under the then-current Registry Agreement standard provisions; provided that any Assignment or Change of Control after the third year, but prior to the seventh (7th) year, shall require the applicant to repay the full amount of financial support received through the ASP Program plus an additional ten percent (10%). ________________________________ The contents of this email and any attachments are confidential to the intended recipient. They may not be disclosed, used by or copied in any way by anyone other than the intended recipient. If you have received this message in error, please return it to the sender (deleting the body of the email and attachments in your reply) and immediately and permanently delete it. Please note that the Com Laude Group does not accept any responsibility for viruses and it is your responsibility to scan or otherwise check this email and any attachments. 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participants (3)
-
Emily Barabas -
McGrady, Paul D. -
Susan Payne