Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl...] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB...] · We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. · We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W...] · We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. · We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-...] · We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). · We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
Thanks Lars. Regarding contention set resolution, I'm pasting some language below in red with a suggested change to address the "other things of value" issue previously raised. This is added because settlement in and of itself is a "thing of value". I dare say there are other "things of value" negotiated in the settlement of Objections that would not violate the letter of spirit you intend, e.g. commitments re disclosures, etc. It may be more accurate to say "other TERMS of MONETARY value." *Separately, Is the highlighted language below new?* The New gTLD Program specifically permits applicants for strings in contention to communicate with one another as part of settlement discussions to resolve an Objection, provided that no settlement shall discuss or include as part of its terms exchange of money or other things of value, including any post-auction ownership transfer arrangements for strings which were formerly in contention. The foregoing shall not preclude discussion of or settlement agreement terms reciting the inherent value to the parties of settling the dispute. Thank you, Anne Anne Aikman-Scalese GNSO Councilor NomCom Non-Voting 2022-2026 anneicanngnso@gmail.com On Tue, May 6, 2025 at 11:25 PM Lars Hoffmann via SubPro-IRT < subpro-irt@icann.org> wrote:
Dear IRT members,
Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too.
As always, please reach out with any questions/comments etc.
Best. Lars
1. *Terms and Conditions* [ https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl... ]
o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application
- Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application .
2. *Contention Resolution / No Collusion* [ https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB... ]
· We updated section 2 (Prohibition of Private Resolution) as follows:
o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with.
o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program.
o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules.
· We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things.
3. *Application* Journey [ https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W... ]
· We made updates to the *RSP Selection language*, reflecting input from the previous IRT discussion.
· We added more information regarding *“expected duration” of the different stages* of the application process
4. *Name* *Collision* [ https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-... ]
· We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4).
· We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
_______________________________________________ SubPro-IRT mailing list -- subpro-irt@icann.org To unsubscribe send an email to subpro-irt-leave@icann.org
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Anne, Why is your language in red below needed? What does “inherent value” mean in this context and why should the applicants not be able to discuss this? Also awaiting the response on the highlighted language from Lars/staff. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Anne ICANN via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 9:26 AM To: Lars Hoffmann <lars.hoffmann@icann.org> Cc: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. Regarding contention set resolution, I'm pasting some language below in red with a suggested change to address the "other things of value" issue previously raised. This is added because settlement in and of itself is a "thing of value". I dare say there are other "things of value" negotiated in the settlement of Objections that would not violate the letter of spirit you intend, e.g. commitments re disclosures, etc. It may be more accurate to say "other TERMS of MONETARY value." Separately, Is the highlighted language below new? The New gTLD Program specifically permits applicants for strings in contention to communicate with one another as part of settlement discussions to resolve an Objection, provided that no settlement shall discuss or include as part of its terms exchange of money or other things of value, including any post-auction ownership transfer arrangements for strings which were formerly in contention. The foregoing shall not preclude discussion of or settlement agreement terms reciting the inherent value to the parties of settling the dispute. Thank you, Anne Anne Aikman-Scalese GNSO Councilor NomCom Non-Voting 2022-2026 anneicanngnso@gmail.com<mailto:anneicanngnso@gmail.com> On Tue, May 6, 2025 at 11:25 PM Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> wrote: Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0__;!!DUT_TFPxUQ!AH1RLZ1R2JyeIQcYtjCJP603IkV_msI2eIyb2Vb-Pz-J-x_Ur-pgXj_nRgCJ8ReIdhcMFKIeD03OtIWhEG42DXs$>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0__;!!DUT_TFPxUQ!AH1RLZ1R2JyeIQcYtjCJP603IkV_msI2eIyb2Vb-Pz-J-x_Ur-pgXj_nRgCJ8ReIdhcMFKIeD03OtIWhKEctNeI$>] • We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. • We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0__;!!DUT_TFPxUQ!AH1RLZ1R2JyeIQcYtjCJP603IkV_msI2eIyb2Vb-Pz-J-x_Ur-pgXj_nRgCJ8ReIdhcMFKIeD03OtIWhD3H_wrc$>] • We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. • We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0__;!!DUT_TFPxUQ!AH1RLZ1R2JyeIQcYtjCJP603IkV_msI2eIyb2Vb-Pz-J-x_Ur-pgXj_nRgCJ8ReIdhcMFKIeD03OtIWhM-8oygw$>] • We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). • We also added a new footnote 1, referencing section 2.2 of the NCAP Study report. _______________________________________________ SubPro-IRT mailing list -- subpro-irt@icann.org<mailto:subpro-irt@icann.org> To unsubscribe send an email to subpro-irt-leave@icann.org<mailto:subpro-irt-leave@icann.org> _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy<https://urldefense.com/v3/__https:/www.icann.org/privacy/policy__;!!DUT_TFPxUQ!AH1RLZ1R2JyeIQcYtjCJP603IkV_msI2eIyb2Vb-Pz-J-x_Ur-pgXj_nRgCJ8ReIdhcMFKIeD03OtIWh_ZOQ4o8$>) and the website Terms of Service (https://www.icann.org/privacy/tos<https://urldefense.com/v3/__https:/www.icann.org/privacy/tos__;!!DUT_TFPxUQ!AH1RLZ1R2JyeIQcYtjCJP603IkV_msI2eIyb2Vb-Pz-J-x_Ur-pgXj_nRgCJ8ReIdhcMFKIeD03OtIWhLPQRAHg$>). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Marc. I certainly don't object to any such discussions. This is ICANN's rule. I was pointing out that ICANN shouldn't say that the settlement discussions and terms may not include "other things of value" given that there is always value to the parties in settling a dispute and most settlement conference emphasize that and it is generally recited in settlement agreements so ICANN shouldn't be saying that no terms can include "other things of value". I had commented previously on the vagueness of the prohibition on discussing "other things of value but Lars said they decided not to change that. My proposed red language tries to account for the realities present in settlement negotiations. The highlighted language about no offers for transfers of the TLD is apparently something that ICANN added to the latest draft? Not sure about this. Anne Anne Anne Aikman-Scalese GNSO Councilor NomCom Non-Voting 2022-2026 anneicanngnso@gmail.com On Wed, May 7, 2025 at 9:04 PM <trachtenbergm@gtlaw.com> wrote:
Anne,
Why is your language in red below needed? What does “inherent value” mean in this context and why should the applicants not be able to discuss this?
Also awaiting the response on the highlighted language from Lars/staff.
Best regards,
*Marc H. Trachtenberg * Shareholder
Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020
M +1 773.677.3305 trac@gtlaw.com <trachtenbergm@gtlaw.com> | www.gtlaw.com | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h>
[image: Greenberg Traurig Logo]
[image: US News Law Firm of the Year 2020 and 2022 for Trademark Law badge]
*From:* Anne ICANN via SubPro-IRT <subpro-irt@icann.org> *Sent:* Wednesday, May 7, 2025 9:26 AM *To:* Lars Hoffmann <lars.hoffmann@icann.org> *Cc:* Next Round Policy Implementation via SubPro-IRT < subpro-irt@icann.org> *Subject:* [SubPro-IRT] Re: Updates and Materials
**EXTERNAL TO GT**
Thanks Lars. Regarding contention set resolution, I'm pasting some language below in red with a suggested change to address the "other things of value" issue previously raised. This is added because settlement in and of itself is a "thing of value". I dare say there are other "things of value" negotiated in the settlement of Objections that would not violate the letter of spirit you intend, e.g. commitments re disclosures, etc. It may be more accurate to say "other TERMS of MONETARY value."
*Separately, Is the highlighted language below new?*
The New gTLD Program specifically permits applicants for strings in contention to communicate with one another as part of settlement discussions to resolve an Objection, provided that no settlement shall discuss or include as part of its terms exchange of money or other things of value, including any post-auction ownership transfer arrangements for strings which were formerly in contention. The foregoing shall not preclude discussion of or settlement agreement terms reciting the inherent value to the parties of settling the dispute.
Thank you,
Anne
Anne Aikman-Scalese
GNSO Councilor
NomCom Non-Voting 2022-2026
anneicanngnso@gmail.com
On Tue, May 6, 2025 at 11:25 PM Lars Hoffmann via SubPro-IRT < subpro-irt@icann.org> wrote:
Dear IRT members,
Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too.
As always, please reach out with any questions/comments etc.
Best. Lars
1. *Terms and Conditions* [ https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl... <https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PX...> ]
o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application
- Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application .
2. *Contention Resolution / No Collusion* [ https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB... <https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-l...> ]
· We updated section 2 (Prohibition of Private Resolution) as follows:
o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with.
o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program.
o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules.
· We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things.
3. *Application* Journey [ https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W... <https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57...> ]
· We made updates to the *RSP Selection language*, reflecting input from the previous IRT discussion.
· We added more information regarding *“expected duration” of the different stages* of the application process
4. *Name Collision* [ https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-... <https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJn...> ]
· We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4).
· We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
_______________________________________________ SubPro-IRT mailing list -- subpro-irt@icann.org To unsubscribe send an email to subpro-irt-leave@icann.org
_______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy <https://urldefense.com/v3/__https:/www.icann.org/privacy/policy__;!!DUT_TFPx...>) and the website Terms of Service (https://www.icann.org/privacy/tos <https://urldefense.com/v3/__https:/www.icann.org/privacy/tos__;!!DUT_TFPxUQ!...>). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Thank you, Anne. Re: the highlighted language. This was added after it came up during the last call whether applicants could agree to ‘sort it out after contention resolution’ as a settlement for an objection. The language reflects that that is not permitted as it is not aligned with the spirit of no private resolution. We can discuss issue of ‘things of value’ during today’s call. Best. Lars From: Anne ICANN <anneicanngnso@gmail.com> Date: Wednesday, 7 May 2025 at 16:26 To: Lars Hoffmann <lars.hoffmann@icann.org> Cc: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [Ext] Re: [SubPro-IRT] Updates and Materials Thanks Lars. Regarding contention set resolution, I'm pasting some language below in red with a suggested change to address the "other things of value" issue previously raised. This is added because settlement in and of itself is a "thing of value". I dare say there are other "things of value" negotiated in the settlement of Objections that would not violate the letter of spirit you intend, e.g. commitments re disclosures, etc. It may be more accurate to say "other TERMS of MONETARY value." Separately, Is the highlighted language below new? The New gTLD Program specifically permits applicants for strings in contention to communicate with one another as part of settlement discussions to resolve an Objection, provided that no settlement shall discuss or include as part of its terms exchange of money or other things of value, including any post-auction ownership transfer arrangements for strings which were formerly in contention. The foregoing shall not preclude discussion of or settlement agreement terms reciting the inherent value to the parties of settling the dispute. Thank you, Anne Anne Aikman-Scalese GNSO Councilor NomCom Non-Voting 2022-2026 anneicanngnso@gmail.com<mailto:anneicanngnso@gmail.com> On Tue, May 6, 2025 at 11:25 PM Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> wrote: Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl... [docs.google.com]<https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PX...>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB... [docs.google.com]<https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-l...>] • We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. • We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W... [docs.google.com]<https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57...>] • We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. • We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-... [docs.google.com]<https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJn...>] • We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). • We also added a new footnote 1, referencing section 2.2 of the NCAP Study report. _______________________________________________ SubPro-IRT mailing list -- subpro-irt@icann.org<mailto:subpro-irt@icann.org> To unsubscribe send an email to subpro-irt-leave@icann.org<mailto:subpro-irt-leave@icann.org> _______________________________________________ By submitting your personal data, you consent to the processing of your personal data for purposes of subscribing to this mailing list accordance with the ICANN Privacy Policy (https://www.icann.org/privacy/policy) and the website Terms of Service (https://www.icann.org/privacy/tos). You can visit the Mailman link above to change your membership status or configuration, including unsubscribing, setting digest-style delivery or disabling delivery altogether (e.g., for a vacation), and so on.
Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the *opposite*. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. 1. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. 2. *Why Does this matter? Who cares?* i. Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. ii. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), *to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.*” *From:* Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org> *Sent:* Wednesday, May 7, 2025 2:25 AM *To:* Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> *Subject:* [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. *Terms and Conditions* [ https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl... ] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application - Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application . 2. *Contention Resolution / No Collusion* [ https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB... ] · We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. · We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 3. *Application* Journey [ https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W... ] · We made updates to the *RSP Selection language*, reflecting input from the previous IRT discussion. · We added more information regarding *“expected duration” of the different stages* of the application process 4. *Name Collision* [ https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-... ] · We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). · We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 11:00 AM To: Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. * However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. * Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13<https://urldefense.com/v3/__http:/023.04.30.13__;!!DUT_TFPxUQ!HJXRn-Crb9AEvC...>), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” [cid:image005.png@01DBBFA6.2D2CF900] From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTuq_ljLA$>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTiBIN_-s$>] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTqxorGmg$>] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTQFbghJk$>] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com ________________________________ From: trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> Sent: Thursday, May 8, 2025 12:17 AM To: Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> Subject: RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography<https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 11:00 AM To: Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. * However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. * Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13<https://urldefense.com/v3/__http:/023.04.30.13__;!!DUT_TFPxUQ!HJXRn-Crb9AEvC...>), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” [cid:image005.png@01DBBFA6.2D2CF900] From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTuq_ljLA$>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTiBIN_-s$>] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTqxorGmg$>] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTQFbghJk$>] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Jeff Neuman <jeff@jjnsolutions.com> Sent: Thursday, May 8, 2025 6:37 AM To: Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com<mailto:Jeff@jjnsolutions.com> ________________________________ From: trachtenbergm@gtlaw.com<mailto:trachtenbergm@gtlaw.com> <trachtenbergm@gtlaw.com<mailto:trachtenbergm@gtlaw.com>> Sent: Thursday, May 8, 2025 12:17 AM To: Jeff@jjnsolutions.com<mailto:Jeff@jjnsolutions.com> <Jeff@jjnsolutions.com<mailto:Jeff@jjnsolutions.com>>; lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org> <lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org>>; subpro-irt@icann.org<mailto:subpro-irt@icann.org> <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography<https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 11:00 AM To: Lars Hoffmann <lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org>>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. * However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. * Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13<https://urldefense.com/v3/__http:/023.04.30.13__;!!DUT_TFPxUQ!HJXRn-Crb9AEvC...>), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” [cid:image007.png@01DBBFE5.620D0CC0] From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTuq_ljLA$>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTiBIN_-s$>] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTqxorGmg$>] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTQFbghJk$>] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
And you believe that this change in language adds more clarity? Its not about how they organize themselves and delegate obligations PRIOR to application. But rather when changes are made after application but PRIOR to the auction. Prior to an application, do what you want….but you have to disclose in the application all of the material interests so that the public can comment on it, objections can be filed, early warnings issues, etc. However, once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed (in my view) so that the “new applicant” who has been hiding, can go through the same scrutiny as the original applicant. But, if the IRT and ICANN are ok with this, then it should explicitly allowed. And, for the record, I will have a new business model going forward where I will make a lot of money 😉 So, thanks in advance if this allowed. *From:* trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> *Sent:* Thursday, May 8, 2025 7:50 AM *To:* jeff@jjnsolutions.com; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* RE: [SubPro-IRT] Re: Updates and Materials Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. *Marc H. Trachtenberg * Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com <trachtenbergm@gtlaw.com> | www.gtlaw.com | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [image: Greenberg Traurig Logo] [image: US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] *From:* Jeff Neuman <jeff@jjnsolutions.com> *Sent:* Thursday, May 8, 2025 6:37 AM *To:* Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com ------------------------------ *From:* trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> *Sent:* Thursday, May 8, 2025 12:17 AM *To:* Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> *Subject:* RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, *Marc H. Trachtenberg* Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 *trac@gtlaw.com <trachtenbergm@gtlaw.com>* | *www.gtlaw.com <http://www.gtlaw.com/>* | *View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h>* [image: Greenberg Traurig Logo] [image: US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] *From:* Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> *Sent:* Wednesday, May 7, 2025 11:00 AM *To:* Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> *Subject:* [SubPro-IRT] Re: Updates and Materials **EXTERNAL TO GT** Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the *opposite*. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. 1. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. 2. *Why Does this matter? Who cares?* Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2*023.04.30.13 <https://urldefense.com/v3/__http:/023.04.30.13__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTlyc3yNI$>*), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), *to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.* ” *From:* Lars Hoffmann via SubPro-IRT <*subpro-irt@icann.org <subpro-irt@icann.org>*> *Sent:* Wednesday, May 7, 2025 2:25 AM *To:* Next Round Policy Implementation via SubPro-IRT <*subpro-irt@icann.org <subpro-irt@icann.org>*> *Subject:* [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. *Terms and Conditions* [*https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl... <https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTuq_ljLA$>* ] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application - Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 2. *Contention Resolution / No Collusion* [*https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB... <https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTiBIN_-s$>* ] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 3. *Application* Journey [*https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W... <https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTqxorGmg$>* ] We made updates to the *RSP Selection language*, reflecting input from the previous IRT discussion. We added more information regarding *“expected duration” of the different stages* of the application process 4. *Name Collision* [*https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-... <https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTQFbghJk$>* ] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
Can you clarify what you mean by “you have to disclose in the application all of the material interests”? Do you mean owners of the applicant? If so, don’t you only have to list those with more than 15% ownership? What other interests must be disclosed? Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Jeff Neuman <Jeff@jjnsolutions.com> Sent: Thursday, May 8, 2025 6:56 AM To: Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: RE: [SubPro-IRT] Re: Updates and Materials And you believe that this change in language adds more clarity? Its not about how they organize themselves and delegate obligations PRIOR to application. But rather when changes are made after application but PRIOR to the auction. Prior to an application, do what you want….but you have to disclose in the application all of the material interests so that the public can comment on it, objections can be filed, early warnings issues, etc. However, once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed (in my view) so that the “new applicant” who has been hiding, can go through the same scrutiny as the original applicant. But, if the IRT and ICANN are ok with this, then it should explicitly allowed. And, for the record, I will have a new business model going forward where I will make a lot of money 😉 So, thanks in advance if this allowed. [cid:image006.png@01DBBFE6.A71C88D0] From: trachtenbergm@gtlaw.com<mailto:trachtenbergm@gtlaw.com> <trachtenbergm@gtlaw.com<mailto:trachtenbergm@gtlaw.com>> Sent: Thursday, May 8, 2025 7:50 AM To: jeff@jjnsolutions.com<mailto:jeff@jjnsolutions.com>; lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org>; subpro-irt@icann.org<mailto:subpro-irt@icann.org> Subject: RE: [SubPro-IRT] Re: Updates and Materials Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Jeff Neuman <jeff@jjnsolutions.com<mailto:jeff@jjnsolutions.com>> Sent: Thursday, May 8, 2025 6:37 AM To: Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com<mailto:trachtenbergm@gtlaw.com>>; lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org>; subpro-irt@icann.org<mailto:subpro-irt@icann.org> Subject: Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com<mailto:Jeff@jjnsolutions.com> ________________________________ From: trachtenbergm@gtlaw.com<mailto:trachtenbergm@gtlaw.com> <trachtenbergm@gtlaw.com<mailto:trachtenbergm@gtlaw.com>> Sent: Thursday, May 8, 2025 12:17 AM To: Jeff@jjnsolutions.com<mailto:Jeff@jjnsolutions.com> <Jeff@jjnsolutions.com<mailto:Jeff@jjnsolutions.com>>; lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org> <lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org>>; subpro-irt@icann.org<mailto:subpro-irt@icann.org> <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography<https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 11:00 AM To: Lars Hoffmann <lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org>>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. * However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. * Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13<https://urldefense.com/v3/__http:/023.04.30.13__;!!DUT_TFPxUQ!HJXRn-Crb9AEvC...>), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” [cid:image006.png@01DBBFE6.A71C88D0] From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTuq_ljLA$>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTiBIN_-s$>] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTqxorGmg$>] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0<https://urldefense.com/v3/__https:/docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0__;!!DUT_TFPxUQ!HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTQFbghJk$>] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
You’re ignoring the Bonafide intention to operate commitment. Elaine From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Reply-To: Jeff Neuman <Jeff@jjnsolutions.com> Date: Thursday, May 8, 2025 at 7:56 AM To: "trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, "lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" <subpro-irt@icann.org> Subject: [EXTERNAL] [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. And you believe that this change in language adds more clarity? Its not about how they organize themselves and delegate obligations PRIOR to application. But rather when changes are made after application but PRIOR to the auction. Prior to an application, do what you want….but you have to disclose in the application all of the material interests so that the public can comment on it, objections can be filed, early warnings issues, etc. However, once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed (in my view) so that the “new applicant” who has been hiding, can go through the same scrutiny as the original applicant. But, if the IRT and ICANN are ok with this, then it should explicitly allowed. And, for the record, I will have a new business model going forward where I will make a lot of money 😉 So, thanks in advance if this allowed. From: trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> Sent: Thursday, May 8, 2025 7:50 AM To: jeff@jjnsolutions.com; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: RE: [SubPro-IRT] Re: Updates and Materials Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com | www.gtlaw.com | View GT Biography From: Jeff Neuman <jeff@jjnsolutions.com> Sent: Thursday, May 8, 2025 6:37 AM To: Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com From: trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> Sent: Thursday, May 8, 2025 12:17 AM To: Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> Subject: RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com | www.gtlaw.com | View GT Biography From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 11:00 AM To: Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, Assignment and Change of Control are two different concepts. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl...] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB...] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W...] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-...] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
There was a bona fide intent to operate when the application was submitted. *From:* Pruis, Elaine <epruis@verisign.com> *Sent:* Thursday, May 8, 2025 8:01 AM *To:* Jeff@jjnsolutions.com; trachtenbergm@gtlaw.com; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* Re: [SubPro-IRT] Re: Updates and Materials You’re ignoring the Bonafide intention to operate commitment. Elaine *From: *Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> *Reply-To: *Jeff Neuman <Jeff@jjnsolutions.com> *Date: *Thursday, May 8, 2025 at 7:56 AM *To: *"trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, " lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" < subpro-irt@icann.org> *Subject: *[EXTERNAL] [SubPro-IRT] Re: Updates and Materials *Caution:* This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. And you believe that this change in language adds more clarity? Its not about how they organize themselves and delegate obligations PRIOR to application. But rather when changes are made after application but PRIOR to the auction. Prior to an application, do what you want….but you have to disclose in the application all of the material interests so that the public can comment on it, objections can be filed, early warnings issues, etc. However, once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed (in my view) so that the “new applicant” who has been hiding, can go through the same scrutiny as the original applicant. But, if the IRT and ICANN are ok with this, then it should explicitly allowed. And, for the record, I will have a new business model going forward where I will make a lot of money 😉 So, thanks in advance if this allowed. *From:* trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> *Sent:* Thursday, May 8, 2025 7:50 AM *To:* jeff@jjnsolutions.com; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* RE: [SubPro-IRT] Re: Updates and Materials Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. *Marc H. Trachtenberg * Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com <trachtenbergm@gtlaw.com> | www.gtlaw.com <http://secure-web.cisco.com/17Z5a44Q1UaPuNpvpYoR8v8Yhgl962Y6Z-6xyXfDLFR-ZSoQ...> | View GT Biography <https://secure-web.cisco.com/1eefpvxE9aDLIUKvwCxs8au9rsnJbSUvc2WxfcKfMawBcPv...> [image: Greenberg Traurig Logo] [image: US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] *From:* Jeff Neuman <jeff@jjnsolutions.com> *Sent:* Thursday, May 8, 2025 6:37 AM *To:* Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com ------------------------------ *From:* trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> *Sent:* Thursday, May 8, 2025 12:17 AM *To:* Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> *Subject:* RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, *Marc H. Trachtenberg* Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 *trac@gtlaw.com <trachtenbergm@gtlaw.com>* | *www.gtlaw.com <http://secure-web.cisco.com/17Z5a44Q1UaPuNpvpYoR8v8Yhgl962Y6Z-6xyXfDLFR-ZSoQHLU4vrpGHSEIJd4gfrQAo73iutkCjaDPvg6y08oZ8fOphx-obIhl6HocTrZQrLBzIZnyOdvSOTP80atvYrCk_d1wg3C2K1Ib9W0_vYsOtLS06ZZeqwaEWBVwQ4Uo1FkdjKKbz7Gpn_wE1Szo-HT-sFSKmLlcrRJgJqc3-GDmL_6Se4yMTySZEd0eePwFU2ULgoj56E3iQBL7dhW5rKfu81xfuqjWIT-Fq0Vg-xbfKR0TWEjFUtwOVjSefMGM/http%3A%2F%2Fwww.gtlaw.com%2F>* | *View GT Biography <https://secure-web.cisco.com/1eefpvxE9aDLIUKvwCxs8au9rsnJbSUvc2WxfcKfMawBcPvlUFgl8iey8VFbpLmNUIxATwDbvmHdwWZfFt7MA41TFa3iEY2EoAduJAjqmPObNnRvmEeNsnWNXGaSpVBIsB8TIcmdkV2t11wIM19XMwzMeuqydRWRxvU-WD7Ns58QL3QAyq6M9BaLva6VM4KkVhinWcqxTLNm7z-5KGFecQ7dDw8mMFqYQ5DJ0qil-1eTnK-39vOTnSgeLQB3BxidksGofKMagvqog1xvB20scBNXrJYF2pYoEm6YiQKlD-b0/https%3A%2F%2Fwww.gtlaw.com%2Fen%2Fprofessionals%2Ft%2Ftrachtenberg-marc-h>* [image: Greenberg Traurig Logo] [image: US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] *From:* Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> *Sent:* Wednesday, May 7, 2025 11:00 AM *To:* Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> *Subject:* [SubPro-IRT] Re: Updates and Materials **EXTERNAL TO GT** Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the *opposite*. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. 1. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. 2. *Why Does this matter? Who cares?* Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2*023.04.30.13 <https://secure-web.cisco.com/1lKauta7-3OgmnYfAJOagbeEXju4LIBPbPHNGs4R0cKi54xN4mFtGIoqIneyl84LZ5h2WGUTByJJRvzqWcPkfPvh8esDtvRy5U1x8HJA9z-61tX1oslg-gYCfVyBQ9nGSDlhBjV9r_Bgdw2SWTsdEfa9o3oEKjlFIcoHcb9jiBoLr4XJnYYbu_Hxscq1OyCHnlj_cETH0OeRt-U-qWlfaZA9AlFh-kWXg_3BGLd3hb0vPbTI0u6Q6xLnI6ETIl1NscMaSmjOLqINT4OvzPA6SekSWdGPwl9oerwyiyHG7KjU/https%3A%2F%2Furldefense.com%2Fv3%2F__http%3A%2F023.04.30.13__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTlyc3yNI%24>*), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), *to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.* ” *From:* Lars Hoffmann via SubPro-IRT <*subpro-irt@icann.org <subpro-irt@icann.org>*> *Sent:* Wednesday, May 7, 2025 2:25 AM *To:* Next Round Policy Implementation via SubPro-IRT <*subpro-irt@icann.org <subpro-irt@icann.org>*> *Subject:* [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. *Terms and Conditions* [*https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl... <https://secure-web.cisco.com/1UTeBQh27pJOWcaQ58Bc3eXqnknAqKubQFHsj2NUMYYmv9gKuXqeB9nhpaCwvoW8BeVr2izYdSPqS7Wry8AhiMe_dX0-FdcoWeirF1iP3Q94ojqbkFcvTAGgcUKchqVgPzo5xDvsg4gXg5Y5fUha2Hh_b8bzL5Po7IJzK_1df1sQw2w1YVXZSQHNo5Kt4g7mf4SQsO1IYP6Lznf9fnqsQFZjjQQhQHMJiaMzKHCabMI4bCfEkedGSBmEteJdAEtuOZ3tBxBUWoODb9_yu264jbWhUtlIVbGQ-tgT1fsCbZ9s/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTuq_ljLA%24>* ] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application - Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 2. *Contention Resolution / No Collusion* [*https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB... <https://secure-web.cisco.com/1d2-6zl8-NvIh4_pDPy7MI0oZZGspLTq8P_bDYdRtWWI_1CK1QELrUuPZi7D8My5LoLP1psxwg13Tcm-BeRFzWM55d81A4E1by1TZ4v9tNq0FMxwkdeGVO2MZNZgQhmbmF8tPK6TSxaVikfH4XizzJI7gjWunKVEzccckzv3pQGJb0Lnn3Lsd0NTM-8cEVBQlVonsy6-3sZJi0YJpu0zi0ryW0rrPPQ8n1C6Jpt9CfGWC5VW-nsK2aSV8j44PIEbXWZHcxElkhMsTYWPqT9SQ7o_pWsnpyYSEj3BacRDmuwQ/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTiBIN_-s%24>* ] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 3. *Application* Journey [*https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W... <https://secure-web.cisco.com/1YwEz9ecHRDu--7rrt4DCWsZUTl418JSJdhZM6DgbS-yzA2p4bH0ANDpEnmoGoN9Pjcu7fuf5iFQcUqCTjxMsvz7v9SC-7NplDvtENSmH_zMqY9dOu5DUKpmORRSDCMLLIFquI3Pr8UKG5TOqorxQU-T4CLGlxhOJukZN3okpiFt725ZgxgKwiI-_WaY1KTB0H0b1eRpgPYO7lZWH-E9zEHyjgO1BgEWCmyGVTbqcSOt98o4kRDBwJEHfOW3_3JlCXIv-Fb4b9VgwvrmkDgleW79MU34OOUBDyYDhDKmSdnA/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTqxorGmg%24>* ] We made updates to the *RSP Selection language*, reflecting input from the previous IRT discussion. We added more information regarding *“expected duration” of the different stages* of the application process 4. *Name Collision* [*https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-... <https://secure-web.cisco.com/1rNF8ddYHfKOmxgCNx4ks5R_1EQ3l8zTJxNIgCWY3ueEkbdut6i_xIrEFu4tDlywiG4n2BrnOo4ufo-P0e183X-4w5ELekEUUur2NyyHxlYZ0T8Hz_AHZB3bNaxMtdqWwK4W_iFTuHU_XcgiURqqxNalko9JbB5WT4Cr-z002Nt3S7uDUDQbah4jjWTCjYfr30ODNguZMxlcpOFArkWhd7L9c5sKJMRdZ28ORNr3wOCRzGDgZN8MQrYo7Chj7LVyVv9W9_xRSdvFg7ZCK5dUAtCRR3FkAfdOC7LYnMEKUVek/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTQFbghJk%24>* ] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
This is the hypothetical I am thinking of. Put on your ‘business owner’ thinking cap: Optimistic entrepreneur applies for a TLD with every intention of operating. They clear all the hurdles and three years later are able to raise enough money to win at auction. Unfortunately their prioritization number draw was dead last and after the name collision mitigation it will take another 5 years to delegate. Things get expensive, they can’t keep their staff resourced, and their investors are losing patience….but they have this asset they could dispose of to keep from going bankrupt. Why prohibit an applicant with an asset from assigning it? They are no longer adequately resourced, they will get no to little refund, they have given ICANN millions in $$$$ auction money, but their only recourse is to withdraw, Elaine From: Jeff Neuman <Jeff@jjnsolutions.com> Date: Thursday, May 8, 2025 at 8:06 AM To: Elaine Pruis <epruis@verisign.com>, "trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, "lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" <subpro-irt@icann.org> Subject: [EXTERNAL] RE: [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. There was a bona fide intent to operate when the application was submitted. From: Pruis, Elaine <epruis@verisign.com> Sent: Thursday, May 8, 2025 8:01 AM To: Jeff@jjnsolutions.com; trachtenbergm@gtlaw.com; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: Re: [SubPro-IRT] Re: Updates and Materials You’re ignoring the Bonafide intention to operate commitment. Elaine From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Reply-To: Jeff Neuman <Jeff@jjnsolutions.com> Date: Thursday, May 8, 2025 at 7:56 AM To: "trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, "lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" <subpro-irt@icann.org> Subject: [EXTERNAL] [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. And you believe that this change in language adds more clarity? Its not about how they organize themselves and delegate obligations PRIOR to application. But rather when changes are made after application but PRIOR to the auction. Prior to an application, do what you want….but you have to disclose in the application all of the material interests so that the public can comment on it, objections can be filed, early warnings issues, etc. However, once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed (in my view) so that the “new applicant” who has been hiding, can go through the same scrutiny as the original applicant. But, if the IRT and ICANN are ok with this, then it should explicitly allowed. And, for the record, I will have a new business model going forward where I will make a lot of money 😉 So, thanks in advance if this allowed. From: trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> Sent: Thursday, May 8, 2025 7:50 AM To: jeff@jjnsolutions.com; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: RE: [SubPro-IRT] Re: Updates and Materials Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com | www.gtlaw.com | View GT Biography From: Jeff Neuman <jeff@jjnsolutions.com> Sent: Thursday, May 8, 2025 6:37 AM To: Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com From: trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> Sent: Thursday, May 8, 2025 12:17 AM To: Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> Subject: RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com | www.gtlaw.com | View GT Biography From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 11:00 AM To: Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, Assignment and Change of Control are two different concepts. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl...] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB...] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W...] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-...] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
I always think with my business cap on. It used to say without the approval of ICANN. And in that case, there would be a material change which would be posted for public comment and be subject to all of the evaluation processes. We are talking in my example of Assignees that are NOT disclosed in a change request….which is what actually happened the last time. *From:* Pruis, Elaine <epruis@verisign.com> *Sent:* Thursday, May 8, 2025 8:19 AM *To:* Jeff@jjnsolutions.com; trachtenbergm@gtlaw.com; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* Re: RE: [SubPro-IRT] Re: Updates and Materials This is the hypothetical I am thinking of. Put on your ‘business owner’ thinking cap: Optimistic entrepreneur applies for a TLD with every intention of operating. They clear all the hurdles and three years later are able to raise enough money to win at auction. Unfortunately their prioritization number draw was dead last and after the name collision mitigation it will take another 5 years to delegate. Things get expensive, they can’t keep their staff resourced, and their investors are losing patience….but they have this asset they could dispose of to keep from going bankrupt. Why prohibit an applicant with an asset from assigning it? They are no longer adequately resourced, they will get no to little refund, they have given ICANN millions in $$$$ auction money, but their only recourse is to withdraw, Elaine *From: *Jeff Neuman <Jeff@jjnsolutions.com> *Date: *Thursday, May 8, 2025 at 8:06 AM *To: *Elaine Pruis <epruis@verisign.com>, "trachtenbergm@gtlaw.com" < trachtenbergm@gtlaw.com>, "lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" <subpro-irt@icann.org> *Subject: *[EXTERNAL] RE: [SubPro-IRT] Re: Updates and Materials *Caution:* This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. There was a bona fide intent to operate when the application was submitted. *From:* Pruis, Elaine <epruis@verisign.com> *Sent:* Thursday, May 8, 2025 8:01 AM *To:* Jeff@jjnsolutions.com; trachtenbergm@gtlaw.com; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* Re: [SubPro-IRT] Re: Updates and Materials You’re ignoring the Bonafide intention to operate commitment. Elaine *From: *Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> *Reply-To: *Jeff Neuman <Jeff@jjnsolutions.com> *Date: *Thursday, May 8, 2025 at 7:56 AM *To: *"trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, " lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" < subpro-irt@icann.org> *Subject: *[EXTERNAL] [SubPro-IRT] Re: Updates and Materials *Caution:* This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. And you believe that this change in language adds more clarity? Its not about how they organize themselves and delegate obligations PRIOR to application. But rather when changes are made after application but PRIOR to the auction. Prior to an application, do what you want….but you have to disclose in the application all of the material interests so that the public can comment on it, objections can be filed, early warnings issues, etc. However, once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed (in my view) so that the “new applicant” who has been hiding, can go through the same scrutiny as the original applicant. But, if the IRT and ICANN are ok with this, then it should explicitly allowed. And, for the record, I will have a new business model going forward where I will make a lot of money 😉 So, thanks in advance if this allowed. *From:* trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> *Sent:* Thursday, May 8, 2025 7:50 AM *To:* jeff@jjnsolutions.com; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* RE: [SubPro-IRT] Re: Updates and Materials Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. *Marc H. Trachtenberg * Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com <trachtenbergm@gtlaw.com> | www.gtlaw.com <http://secure-web.cisco.com/17Z5a44Q1UaPuNpvpYoR8v8Yhgl962Y6Z-6xyXfDLFR-ZSoQ...> | View GT Biography <https://secure-web.cisco.com/1eefpvxE9aDLIUKvwCxs8au9rsnJbSUvc2WxfcKfMawBcPv...> [image: Greenberg Traurig Logo] [image: US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] *From:* Jeff Neuman <jeff@jjnsolutions.com> *Sent:* Thursday, May 8, 2025 6:37 AM *To:* Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org *Subject:* Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com ------------------------------ *From:* trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> *Sent:* Thursday, May 8, 2025 12:17 AM *To:* Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> *Subject:* RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, *Marc H. Trachtenberg* Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 *trac@gtlaw.com <trachtenbergm@gtlaw.com>* | *www.gtlaw.com <http://secure-web.cisco.com/17Z5a44Q1UaPuNpvpYoR8v8Yhgl962Y6Z-6xyXfDLFR-ZSoQHLU4vrpGHSEIJd4gfrQAo73iutkCjaDPvg6y08oZ8fOphx-obIhl6HocTrZQrLBzIZnyOdvSOTP80atvYrCk_d1wg3C2K1Ib9W0_vYsOtLS06ZZeqwaEWBVwQ4Uo1FkdjKKbz7Gpn_wE1Szo-HT-sFSKmLlcrRJgJqc3-GDmL_6Se4yMTySZEd0eePwFU2ULgoj56E3iQBL7dhW5rKfu81xfuqjWIT-Fq0Vg-xbfKR0TWEjFUtwOVjSefMGM/http%3A%2F%2Fwww.gtlaw.com%2F>* | *View GT Biography <https://secure-web.cisco.com/1eefpvxE9aDLIUKvwCxs8au9rsnJbSUvc2WxfcKfMawBcPvlUFgl8iey8VFbpLmNUIxATwDbvmHdwWZfFt7MA41TFa3iEY2EoAduJAjqmPObNnRvmEeNsnWNXGaSpVBIsB8TIcmdkV2t11wIM19XMwzMeuqydRWRxvU-WD7Ns58QL3QAyq6M9BaLva6VM4KkVhinWcqxTLNm7z-5KGFecQ7dDw8mMFqYQ5DJ0qil-1eTnK-39vOTnSgeLQB3BxidksGofKMagvqog1xvB20scBNXrJYF2pYoEm6YiQKlD-b0/https%3A%2F%2Fwww.gtlaw.com%2Fen%2Fprofessionals%2Ft%2Ftrachtenberg-marc-h>* [image: Greenberg Traurig Logo] [image: US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] *From:* Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> *Sent:* Wednesday, May 7, 2025 11:00 AM *To:* Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> *Subject:* [SubPro-IRT] Re: Updates and Materials **EXTERNAL TO GT** Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the *opposite*. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. 1. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. 2. *Why Does this matter? Who cares?* Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2*023.04.30.13 <https://secure-web.cisco.com/1lKauta7-3OgmnYfAJOagbeEXju4LIBPbPHNGs4R0cKi54xN4mFtGIoqIneyl84LZ5h2WGUTByJJRvzqWcPkfPvh8esDtvRy5U1x8HJA9z-61tX1oslg-gYCfVyBQ9nGSDlhBjV9r_Bgdw2SWTsdEfa9o3oEKjlFIcoHcb9jiBoLr4XJnYYbu_Hxscq1OyCHnlj_cETH0OeRt-U-qWlfaZA9AlFh-kWXg_3BGLd3hb0vPbTI0u6Q6xLnI6ETIl1NscMaSmjOLqINT4OvzPA6SekSWdGPwl9oerwyiyHG7KjU/https%3A%2F%2Furldefense.com%2Fv3%2F__http%3A%2F023.04.30.13__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTlyc3yNI%24>*), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), *to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.* ” *From:* Lars Hoffmann via SubPro-IRT <*subpro-irt@icann.org <subpro-irt@icann.org>*> *Sent:* Wednesday, May 7, 2025 2:25 AM *To:* Next Round Policy Implementation via SubPro-IRT <*subpro-irt@icann.org <subpro-irt@icann.org>*> *Subject:* [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. *Terms and Conditions* [*https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl... <https://secure-web.cisco.com/1UTeBQh27pJOWcaQ58Bc3eXqnknAqKubQFHsj2NUMYYmv9gKuXqeB9nhpaCwvoW8BeVr2izYdSPqS7Wry8AhiMe_dX0-FdcoWeirF1iP3Q94ojqbkFcvTAGgcUKchqVgPzo5xDvsg4gXg5Y5fUha2Hh_b8bzL5Po7IJzK_1df1sQw2w1YVXZSQHNo5Kt4g7mf4SQsO1IYP6Lznf9fnqsQFZjjQQhQHMJiaMzKHCabMI4bCfEkedGSBmEteJdAEtuOZ3tBxBUWoODb9_yu264jbWhUtlIVbGQ-tgT1fsCbZ9s/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTuq_ljLA%24>* ] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application - Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 2. *Contention Resolution / No Collusion* [*https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB... <https://secure-web.cisco.com/1d2-6zl8-NvIh4_pDPy7MI0oZZGspLTq8P_bDYdRtWWI_1CK1QELrUuPZi7D8My5LoLP1psxwg13Tcm-BeRFzWM55d81A4E1by1TZ4v9tNq0FMxwkdeGVO2MZNZgQhmbmF8tPK6TSxaVikfH4XizzJI7gjWunKVEzccckzv3pQGJb0Lnn3Lsd0NTM-8cEVBQlVonsy6-3sZJi0YJpu0zi0ryW0rrPPQ8n1C6Jpt9CfGWC5VW-nsK2aSV8j44PIEbXWZHcxElkhMsTYWPqT9SQ7o_pWsnpyYSEj3BacRDmuwQ/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTiBIN_-s%24>* ] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 3. *Application* Journey [*https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W... <https://secure-web.cisco.com/1YwEz9ecHRDu--7rrt4DCWsZUTl418JSJdhZM6DgbS-yzA2p4bH0ANDpEnmoGoN9Pjcu7fuf5iFQcUqCTjxMsvz7v9SC-7NplDvtENSmH_zMqY9dOu5DUKpmORRSDCMLLIFquI3Pr8UKG5TOqorxQU-T4CLGlxhOJukZN3okpiFt725ZgxgKwiI-_WaY1KTB0H0b1eRpgPYO7lZWH-E9zEHyjgO1BgEWCmyGVTbqcSOt98o4kRDBwJEHfOW3_3JlCXIv-Fb4b9VgwvrmkDgleW79MU34OOUBDyYDhDKmSdnA/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTqxorGmg%24>* ] We made updates to the *RSP Selection language*, reflecting input from the previous IRT discussion. We added more information regarding *“expected duration” of the different stages* of the application process 4. *Name Collision* [*https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-... <https://secure-web.cisco.com/1rNF8ddYHfKOmxgCNx4ks5R_1EQ3l8zTJxNIgCWY3ueEkbdut6i_xIrEFu4tDlywiG4n2BrnOo4ufo-P0e183X-4w5ELekEUUur2NyyHxlYZ0T8Hz_AHZB3bNaxMtdqWwK4W_iFTuHU_XcgiURqqxNalko9JbB5WT4Cr-z002Nt3S7uDUDQbah4jjWTCjYfr30ODNguZMxlcpOFArkWhd7L9c5sKJMRdZ28ORNr3wOCRzGDgZN8MQrYo7Chj7LVyVv9W9_xRSdvFg7ZCK5dUAtCRR3FkAfdOC7LYnMEKUVek/https%3A%2F%2Furldefense.com%2Fv3%2F__https%3A%2Fdocs.google.com%2Fdocument%2Fd%2F14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU%2Fedit%3Ftab%3Dt.0__%3B%21%21DUT_TFPxUQ%21HJXRn-Crb9AEvCINkhYuT7L1n0mf8YgtiKGwk5cp8lg6WtYnKmZZ6zOofsPcF2NvI6Q4KIGaZMiUoceTQFbghJk%24>* ] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
I can agree with you that “once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed.” What I’m contesting is what appears to be a leaning towards not allowing assignment of a TLD post contention resolution; “Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. “ Elaine From: Jeff Neuman <Jeff@jjnsolutions.com> Date: Thursday, May 8, 2025 at 8:26 AM To: Elaine Pruis <epruis@verisign.com>, "trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, "lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" <subpro-irt@icann.org> Subject: [EXTERNAL] RE: RE: [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. I always think with my business cap on. It used to say without the approval of ICANN. And in that case, there would be a material change which would be posted for public comment and be subject to all of the evaluation processes. We are talking in my example of Assignees that are NOT disclosed in a change request….which is what actually happened the last time. From: Pruis, Elaine <epruis@verisign.com> Sent: Thursday, May 8, 2025 8:19 AM To: Jeff@jjnsolutions.com; trachtenbergm@gtlaw.com; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: Re: RE: [SubPro-IRT] Re: Updates and Materials This is the hypothetical I am thinking of. Put on your ‘business owner’ thinking cap: Optimistic entrepreneur applies for a TLD with every intention of operating. They clear all the hurdles and three years later are able to raise enough money to win at auction. Unfortunately their prioritization number draw was dead last and after the name collision mitigation it will take another 5 years to delegate. Things get expensive, they can’t keep their staff resourced, and their investors are losing patience….but they have this asset they could dispose of to keep from going bankrupt. Why prohibit an applicant with an asset from assigning it? They are no longer adequately resourced, they will get no to little refund, they have given ICANN millions in $$$$ auction money, but their only recourse is to withdraw, Elaine From: Jeff Neuman <Jeff@jjnsolutions.com> Date: Thursday, May 8, 2025 at 8:06 AM To: Elaine Pruis <epruis@verisign.com>, "trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, "lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" <subpro-irt@icann.org> Subject: [EXTERNAL] RE: [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. There was a bona fide intent to operate when the application was submitted. From: Pruis, Elaine <epruis@verisign.com> Sent: Thursday, May 8, 2025 8:01 AM To: Jeff@jjnsolutions.com; trachtenbergm@gtlaw.com; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: Re: [SubPro-IRT] Re: Updates and Materials You’re ignoring the Bonafide intention to operate commitment. Elaine From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Reply-To: Jeff Neuman <Jeff@jjnsolutions.com> Date: Thursday, May 8, 2025 at 7:56 AM To: "trachtenbergm@gtlaw.com" <trachtenbergm@gtlaw.com>, "lars.hoffmann@icann.org" <lars.hoffmann@icann.org>, "subpro-irt@icann.org" <subpro-irt@icann.org> Subject: [EXTERNAL] [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. And you believe that this change in language adds more clarity? Its not about how they organize themselves and delegate obligations PRIOR to application. But rather when changes are made after application but PRIOR to the auction. Prior to an application, do what you want….but you have to disclose in the application all of the material interests so that the public can comment on it, objections can be filed, early warnings issues, etc. However, once the application is submitted, until the application is granted and delegated, all changes (including changes to the rights and obligations in the application) must be disclosed (in my view) so that the “new applicant” who has been hiding, can go through the same scrutiny as the original applicant. But, if the IRT and ICANN are ok with this, then it should explicitly allowed. And, for the record, I will have a new business model going forward where I will make a lot of money 😉 So, thanks in advance if this allowed. From: trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> Sent: Thursday, May 8, 2025 7:50 AM To: jeff@jjnsolutions.com; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: RE: [SubPro-IRT] Re: Updates and Materials Yes, there was shill bidding in the last round for one application. My read of the board resolution is that the board wants more transparency in the application and auction process to avoid that, not to put unnecessary limitations on how applicants organize themselves and delegate obligations. Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com | www.gtlaw.com | View GT Biography From: Jeff Neuman <jeff@jjnsolutions.com> Sent: Thursday, May 8, 2025 6:37 AM To: Trachtenberg, Marc H. (Shld-Chi-IP-Tech) <trachtenbergm@gtlaw.com>; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: Re: [SubPro-IRT] Re: Updates and Materials Marc, Speculative? It actually happened in the last round. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com From: trachtenbergm@gtlaw.com <trachtenbergm@gtlaw.com> Sent: Thursday, May 8, 2025 12:17 AM To: Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> Subject: RE: [SubPro-IRT] Re: Updates and Materials Jeff, I think that your concerns here are speculative and this goes too far into the weeds. ICANN should not be dictating how applicants might organize themselves and/or how they might designate responsibility for different application-related functions. Best regards, Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com | www.gtlaw.com | View GT Biography From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 11:00 AM To: Lars Hoffmann <lars.hoffmann@icann.org>; Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Re: Updates and Materials *EXTERNAL TO GT* Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, Assignment and Change of Control are two different concepts. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl...] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB...] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W...] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-...] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
HI, I’m concerned that the “spirit” of eliminating private CONTENTION resolution is being carried much too far into the post-contention resolution process. The Board resolution was specially about adding clarity to the resolution process, not preventing assignment post contention resolution: Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes. The Board, however, does note the claims asserted regarding NDC's non-disclosure of its arrangement with Verisign and regarding Altanovo's communications prior to the ICANN auction and, thus, has directed ICANN organization to carefully consider such issues when developing the Guidebook and the auction rules for the next round of the New gTLD Program. It would be beneficial to both the applicants and the application process as a whole to provide greater clarity in the next iteration of the Guidebook and auction rules regarding the transparency and notification requirements throughout the application and auction processes, in particular with regard to proposed registry agreement assignments and/or arrangements similar to the DAA as well as communications during the Blackout Period. Is there a board resolution that says assignments post contention resolution are not allowed? Is there a subpro recommendation that says assignments post contention resolution are not allowed? If so please reply with them. Elaine From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Reply-To: Jeff Neuman <Jeff@jjnsolutions.com> Date: Wednesday, May 7, 2025 at 12:01 PM To: Lars Hoffmann <lars.hoffmann@icann.org>, Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [EXTERNAL] [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, Assignment and Change of Control are two different concepts. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOl...] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB...] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0W...] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-...] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
+1 Marc H. Trachtenberg Shareholder Chair, Internet, Domain Name, e-Commerce and Social Media Practice Greenberg Traurig, LLP 77 West Wacker Drive | Suite 3100 | Chicago, IL 60601 T +1 312.456.1020 M +1 773.677.3305 trac@gtlaw.com<mailto:trachtenbergm@gtlaw.com> | www.gtlaw.com<http://www.gtlaw.com/> | View GT Biography <https://www.gtlaw.com/en/professionals/t/trachtenberg-marc-h> [Greenberg Traurig Logo] [US News Law Firm of the Year 2020 and 2022 for Trademark Law badge] From: Pruis, Elaine via SubPro-IRT <subpro-irt@icann.org> Sent: Thursday, May 8, 2025 6:06 AM To: Jeff@jjnsolutions.com; lars.hoffmann@icann.org; subpro-irt@icann.org Subject: [SubPro-IRT] Re: Updates and Materials HI, I’m concerned that the “spirit” of eliminating private CONTENTION resolution is being carried much too far into the post-contention resolution process. The Board resolution was specially about adding clarity to the resolution process, not preventing assignment post contention resolution: Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes. The Board, however, does note the claims asserted regarding NDC's non-disclosure of its arrangement with Verisign and regarding Altanovo's communications prior to the ICANN auction and, thus, has directed ICANN organization to carefully consider such issues when developing the Guidebook and the auction rules for the next round of the New gTLD Program. It would be beneficial to both the applicants and the application process as a whole to provide greater clarity in the next iteration of the Guidebook and auction rules regarding the transparency and notification requirements throughout the application and auction processes, in particular with regard to proposed registry agreement assignments and/or arrangements similar to the DAA as well as communications during the Blackout Period. Is there a board resolution that says assignments post contention resolution are not allowed? Is there a subpro recommendation that says assignments post contention resolution are not allowed? If so please reply with them. Elaine From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Reply-To: Jeff Neuman <Jeff@jjnsolutions.com<mailto:Jeff@jjnsolutions.com>> Date: Wednesday, May 7, 2025 at 12:01 PM To: Lars Hoffmann <lars.hoffmann@icann.org<mailto:lars.hoffmann@icann.org>>, Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [EXTERNAL] [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. * However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. * Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” [cid:image005.png@01DBBFE2.159C71D0] From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0<https://secure-web.cisco.com/1MJl9Qpyh9gKVvE2qv9woDrVALCMWLCjjcnjdxgseQpQxoJZpQO_aeFJIpcPtXRAJypgsrzeZ9sMY1Xyu8ascAAtbTZwEeUlA3pprxvjy38vMeqJb4n_5Q2y6YBND8ukWtt8Wabo1lQK0xDZNtGLuSmb3fVzCsSXhAcbWyievX8D4EwiBG21Jn6dHus_zwsrhgDqK5DUJgAZSOPCKeqQTBJpHXKyByxiSKXVVgqrYfLivROhxhIqw-ZqxARg5OmkebCEun2oOqf9rF8CudCH2zivtr_vpsAT1F2ZDKEisaAw/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw%2Fedit%3Ftab%3Dt.0>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0<https://secure-web.cisco.com/1xe8rNxY5wlbY8qO_TVwDXLyOFJxX1NSIliT5n1PHZb3FJe3b6KkNwlvErvq-NRvrFEO3ITY5WMwrQ9Zx4KWUPzpBa9Zh65Z0WZiDlHtasJV-BZ1i7k5-53dABoq152l7QL35--s0rd3jWLfFs5_0zdc2FwDnUDKp4gIKyIEzi9Mvb0CYa-picJZd8CGflqsvlW39p38CRjTkC5lQQ68Si3FHkwG2bOpgWARCdiXPDAsbVuz-nmwOOWm5zK6oNoKfJwMtadk5Qin1UCUEckiuGmEUkyzYReN4N2r2em2ALzo/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M%2Fedit%3Ftab%3Dt.0>] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0<https://secure-web.cisco.com/1M2Q82HKP2GQaEXnPba5YGFbd9qvEzbbZvTnSAFkI8cgFLv9nmhH0X5gAevNFfXbUJMqniReC-tqp0ddXXIvqJAsh-D-jCrRVDQM_HtC37BKqU1ORCPa7irhFOspZ_TiQCjfHuj8sipOZN78csRNEUBoaY17FVpWeGLxNIBQ63gFeb-GUWI7TcyNpbkBdSwmu9TjYgV-jpAoOjJre0_FS0asOw90v0YCT--CoGDN1bI-N_4-Rr-A9jIXyaYHxN4I9NXxMJYL8k6mqdcFtXr5027g5I4c9JZVmAtxo4HD_lEQ/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0%2Fedit%3Ftab%3Dt.0>] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0<https://secure-web.cisco.com/1lYp-st8KWQiKgdkyJilXGKWPs2-QL2fF_BQ3G4gTLXYles-xRc4awvvbX4ju0rhCPqSYQ_taESUPFLoQW25NhGC3IxwQLmG0aEppEvJ-f43VUWW-QHjXRHWqmeQ0dfXwRHBpaJ-esOqjWoSTxMT0wTJt7KGH-tCIvTQ3PWVIjERZ8wbM8SVkZHcQWowwTQ8G65dlALbvQuvod8Y_-cnli4FkDeo2v8OuWnnIH2lLvsdNd8jxoxH1_ZkyJytlItNeoXR7fRk-63SLv7zz-IsPX8HmGIDtZ6xj8XWNN7_bfjw/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU%2Fedit%3Ftab%3Dt.0>] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
Elaine, I cant tell if this supports my comment or opposes my comment. The question is what constitutes an assignment prior to an auction, not what happens post auction. And from the changed language, there is not increased clarity, but less. Finally, this is not about whether there was a SubPro recommendation or not, but rather about a Board resolution from an issue that was not brought to light until after SubPro was over. I think we are seeking the same thing…clarity. Sincerely, Jeffrey J. Neuman Founder & CEO JJN Solutions, LLC +1.202.549.5079 Jeff@jjnsolutions.com ________________________________ From: Pruis, Elaine <epruis@verisign.com> Sent: Thursday, May 8, 2025 7:06 AM To: Jeff@jjnsolutions.com <Jeff@jjnsolutions.com>; lars.hoffmann@icann.org <lars.hoffmann@icann.org>; subpro-irt@icann.org <subpro-irt@icann.org> Subject: Re: [SubPro-IRT] Re: Updates and Materials HI, I’m concerned that the “spirit” of eliminating private CONTENTION resolution is being carried much too far into the post-contention resolution process. The Board resolution was specially about adding clarity to the resolution process, not preventing assignment post contention resolution: Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes. The Board, however, does note the claims asserted regarding NDC's non-disclosure of its arrangement with Verisign and regarding Altanovo's communications prior to the ICANN auction and, thus, has directed ICANN organization to carefully consider such issues when developing the Guidebook and the auction rules for the next round of the New gTLD Program. It would be beneficial to both the applicants and the application process as a whole to provide greater clarity in the next iteration of the Guidebook and auction rules regarding the transparency and notification requirements throughout the application and auction processes, in particular with regard to proposed registry agreement assignments and/or arrangements similar to the DAA as well as communications during the Blackout Period. Is there a board resolution that says assignments post contention resolution are not allowed? Is there a subpro recommendation that says assignments post contention resolution are not allowed? If so please reply with them. Elaine From: Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> Reply-To: Jeff Neuman <Jeff@jjnsolutions.com> Date: Wednesday, May 7, 2025 at 12:01 PM To: Lars Hoffmann <lars.hoffmann@icann.org>, Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org> Subject: [EXTERNAL] [SubPro-IRT] Re: Updates and Materials Caution: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Thanks Lars. On the terms and conditions, the modification made does not address the comment I had at all. Now the language states only “Applicant may not resell, assign, or transfer this Application.” In 2012, it stated: “Applicant may not resell, assign, or transfer any of applicant’s rights or obligations in connection with the application.” Remember, the ICANN Board resolution of 30-4-23 stated that we needed to add MORE clarity to this. But we have actually done the opposite. If we could get legal counsel on the call so we can walk through it, perhaps they will understand the legal point I am raising. Namely, 1. Assignment and Change of Control are two different concepts. 2. Prohibiting the Assignment of an Application prohibits transferring the application from Party A to Party B. That is good and this is the part that is in there now. So assume Lars, you are Party A and I am party B. This provision rightly says that Lars may not transfer the application in its entirety to Me. * However, in addition to not being able to assign the application as a whole to a third party, normally the language says, you may not assign the rights or obligations contained within the application to any third party. In fact, this is what the language said in the 2012 Guidebook…not sure why that was replaced with this. * Why Does this matter? Who cares? Without the language about assigning the rights or obligations contained within the application, Lars, can essentially enter into an agreement with me, whereby I can control everything in the application. I can do all the bidding at an auction, I can do the negotiating with ICANN. Lars can essentially make me responsible for the entire application, but because the actual application itself was not assigned to me, there will be no background check on me, the public will never know I am the one pulling the strings and therefore there can be no objections filed against me or GAC early warnings, etc….no one has to know anything about me. In other words, in my example, Lars is just the public face, even though I am doing everything. Legally, the agreement Lars and I entered into is NOT an assignment and therefore is expressly allowed. In addition, an anti-assignment clause alone does NOT forbid any change of control over the application. Assume Lars company that submitted an application is called Lars, Inc. Lars, Inc. is currently owned 100% by Lars, Ltd. which is 100% owned by Lars Hoffmann. Lars discloses all of this in his application. I can enter into a deal to buy 100% of Lars Ltd. such that Lars Ltd. still owns 100% of the Lars Inc application….its just under my control right now. The Ts and Cs would allow this, because there has been no assignment of the application itself. Just a change of control of the parent company. And, more importantly, there would never be a background check on me, no public comment period on me, no ability to file objections, no ability for the government early warnings or GAC Advice. Bottom line, is that an anti-assignment clause that does not address change of control or assignment of the rights / responsibilities of the application, will lead to the sanctioning of the ultimate gaming. It will lead to shills submitting applications on behalf of third parties that will be able to escape all of the applicant evaluations, comments and objections we have created for the new gTLD round. Moreover, this is what the Board wanted us to clarify in its April 30, 2023, resolutions. And we have not only not clarified it, but we have made it much easier to game the system. More specifically, we have not addressed this: “Resolved (2023.04.30.13), the Board hereby notes the questions raised regarding certain conduct by both NDC and Altanovo and directs the Interim President and CEO, or her designee(s), to carefully consider the issues raised by the parties and the Panel in the .WEB IRP with regard to agreements similar to the DAA and communications prior to an ICANN auction when developing the Guidebook and auction rules for the next round of the New gTLD Program in order to provide greater clarity to applicants regarding the transparency and notification requirements throughout the application and auction processes.” [cid:image001.png@01DBBFE7.A71DA4D0] From: Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Sent: Wednesday, May 7, 2025 2:25 AM To: Next Round Policy Implementation via SubPro-IRT <subpro-irt@icann.org<mailto:subpro-irt@icann.org>> Subject: [SubPro-IRT] Updates and Materials Dear IRT members, Following recent discussions, we have prepared redline updates to a number of topics – details and links below. Please note, the first to topics in the list: Terms and Conditions and Contention Resolution, will be the subject of tomorrow’s call. During tomorrow’s call we will also go over some of the conditional fee issues, I hope to share materials prior to the call on that, too. As always, please reach out with any questions/comments etc. Best. Lars 1. Terms and Conditions [https://docs.google.com/document/d/1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw/edit?tab=t.0<https://secure-web.cisco.com/1MJl9Qpyh9gKVvE2qv9woDrVALCMWLCjjcnjdxgseQpQxoJZpQO_aeFJIpcPtXRAJypgsrzeZ9sMY1Xyu8ascAAtbTZwEeUlA3pprxvjy38vMeqJb4n_5Q2y6YBND8ukWtt8Wabo1lQK0xDZNtGLuSmb3fVzCsSXhAcbWyievX8D4EwiBG21Jn6dHus_zwsrhgDqK5DUJgAZSOPCKeqQTBJpHXKyByxiSKXVVgqrYfLivROhxhIqw-ZqxARg5OmkebCEun2oOqf9rF8CudCH2zivtr_vpsAT1F2ZDKEisaAw/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F1EfnA02C5lc-PXQUgukerFJ2rkSzLDFCbZ4jiZFOlkEw%2Fedit%3Ftab%3Dt.0>] o Paragraph 1: We modified the language to make more clear which kinds of changes applicants are required to provide notice to ICANN, and this clarity also goes to the question about “material” since the requirement is that applicants must tell ICANN about changes with this Application that could adversely affect impact the results of the evaluation of this Application * Paragraph 9: in response to questions about the ability to assign an application, we deleted the final section of the last clause because the intent is that an applicant cannot resell/assign/transfer an application. 1. Contention Resolution / No Collusion [https://docs.google.com/document/d/1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M/edit?tab=t.0<https://secure-web.cisco.com/1xe8rNxY5wlbY8qO_TVwDXLyOFJxX1NSIliT5n1PHZb3FJe3b6KkNwlvErvq-NRvrFEO3ITY5WMwrQ9Zx4KWUPzpBa9Zh65Z0WZiDlHtasJV-BZ1i7k5-53dABoq152l7QL35--s0rd3jWLfFs5_0zdc2FwDnUDKp4gIKyIEzi9Mvb0CYa-picJZd8CGflqsvlW39p38CRjTkC5lQQ68Si3FHkwG2bOpgWARCdiXPDAsbVuz-nmwOOWm5zK6oNoKfJwMtadk5Qin1UCUEckiuGmEUkyzYReN4N2r2em2ALzo/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F1bIu1lRxe4zr-lKRlfoQzd9dayoysItb4-AtvXUzB34M%2Fedit%3Ftab%3Dt.0>] We updated section 2 (Prohibition of Private Resolution) as follows: o Made clear that applicants are only prohibited from communication on strings they are in contention with. Meaning that applicants can speak to other applicants/consultants etc. whose are not apply for a string they are in contention with. o Made clear that applicants prevailing in an auction may speak to other applicants they were in contention with, once these applicants have withdrawn from the program. o Added language that makes clear that ICANN reserves the right to take appropriate action to address false claims of violations of the no-collusion rules. We did not further elaborate/explain the term ‘other things of value’. While Anne’s point from our previous discussion is well made, we have intentionally left this language broad to cover a variety of situations/things. 1. Application Journey [https://docs.google.com/document/d/1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0/edit?tab=t.0<https://secure-web.cisco.com/1M2Q82HKP2GQaEXnPba5YGFbd9qvEzbbZvTnSAFkI8cgFLv9nmhH0X5gAevNFfXbUJMqniReC-tqp0ddXXIvqJAsh-D-jCrRVDQM_HtC37BKqU1ORCPa7irhFOspZ_TiQCjfHuj8sipOZN78csRNEUBoaY17FVpWeGLxNIBQ63gFeb-GUWI7TcyNpbkBdSwmu9TjYgV-jpAoOjJre0_FS0asOw90v0YCT--CoGDN1bI-N_4-Rr-A9jIXyaYHxN4I9NXxMJYL8k6mqdcFtXr5027g5I4c9JZVmAtxo4HD_lEQ/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F1lXSaBBAHP1S57nxjHNvpRzrQrOoscCY_vN1QXp0WRO0%2Fedit%3Ftab%3Dt.0>] We made updates to the RSP Selection language, reflecting input from the previous IRT discussion. We added more information regarding “expected duration” of the different stages of the application process 1. Name Collision [https://docs.google.com/document/d/14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU/edit?tab=t.0<https://secure-web.cisco.com/1lYp-st8KWQiKgdkyJilXGKWPs2-QL2fF_BQ3G4gTLXYles-xRc4awvvbX4ju0rhCPqSYQ_taESUPFLoQW25NhGC3IxwQLmG0aEppEvJ-f43VUWW-QHjXRHWqmeQ0dfXwRHBpaJ-esOqjWoSTxMT0wTJt7KGH-tCIvTQ3PWVIjERZ8wbM8SVkZHcQWowwTQ8G65dlALbvQuvod8Y_-cnli4FkDeo2v8OuWnnIH2lLvsdNd8jxoxH1_ZkyJytlItNeoXR7fRk-63SLv7zz-IsPX8HmGIDtZ6xj8XWNN7_bfjw/https%3A%2F%2Fdocs.google.com%2Fdocument%2Fd%2F14lo8OPG80PVJnQQs0wlxafC07CC9YNyhzad5yvJ-CcU%2Fedit%3Ftab%3Dt.0>] We made one substantive update following your feedback, adding “However, as permanent delegations take precedence over temporary delegations, this number may vary from month to month.” At the end of the first paragraph in section 4 (top of page 4). We also added a new footnote 1, referencing section 2.2 of the NCAP Study report.
participants (5)
-
Anne ICANN -
Jeff Neuman -
Lars Hoffmann -
Pruis, Elaine -
trachtenbergm＠gtlaw.com