[CCG]Re: IETF Trust Restructuring & Transfer of IANA Intellectual Property

["[e-mail]" <[e-mail]>]

Good morning:

In this context, I would like to know whether the changes to Delaware law affect the IETF Trust transaction in one way or another.

Thankyou

Christopher Wilkinson

https://www.skadden.com/insights/publications/2025/02/proposed-2025-amendments
Proposed 2025 Amendments to the Delaware General Corporation Law | Insights | Skadden, Arps, Slate, Meagher & Flom LLP
skadden.com


> On 9 Mar 2025, at 01:57, Greg Shatan <[e-mail]> wrote:
> 
> Russ,
> 
> We had some difficulties scheduling a meeting with all the CCG Names Reps, so I'm touching base in Seattle at ICANN82 with the CCG Names representatives who are here, to see what remaining questions or concerns they or their organizations may have. I've also started an email thread to see if the reps can do better asynchronously.  Similarly, I'm engaging with colleagues in At Large. I'm also in communication with ICANN Legal, and expect an update from them shortly.  After ICANN, I'll circle back to the CCG Names reps that are not here, and try to wrap up any outstanding issues and reach consensus.
> 
> I will keep you posted.
> 
> Greg
> 
> On Mon, Mar 3, 2025 at 3:41 PM Glenn Deen <[e-mail] <mailto:[e-mail]>> wrote:
>> Hi Greg,
>> 
>> Any update to share?
>> 
>> regards
>> Glenn
>> 
>> On Thu, Feb 20, 2025 at 2:29 PM Greg Shatan <[e-mail] <mailto:[e-mail]>> wrote:
>>> Russ,
>>> 
>>> It's been difficult to get a quorum for a meeting of the Names team, so I want to try to close the deal via email instead. I am going to jumpstart the online discussion among the CCG Names reps tonight and push toward consensus in the next week to 10 days (i.e., before Seattle).  I will keep you all posted.
>>> 
>>> Greg
>>> 
>>> On Mon, Feb 17, 2025 at 12:35 PM Russ Housley <[e-mail] <mailto:[e-mail]>> wrote:
>>>> Greg:
>>>> 
>>>> Another 10 day has passed in silence.  Please share with the whole CCG what is going on.
>>>> 
>>>> Russ
>>>> 
>>>> 
>>>>> On Feb 6, 2025, at 9:47 AM, Russ Housley <[e-mail] <mailto:[e-mail]>> wrote:
>>>>> 
>>>>> Greg:
>>>>> 
>>>>> We want to do things by consensus.  However, that seems elusive at this point.
>>>>> 
>>>>> The agreement that established the CCG is here:
>>>>> https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf
>>>>> 
>>>>> Each of the  three communities has them own procedures.  The protocol parameter community wrote their procedures down in RFC 8090. Does the name community has a similar document?  Can you please point me to it?
>>>>> 
>>>>> Section 2.4 says that the CCG shall adopt, by consensus, its own operational rules and procedure ...  In the past, we have always been able to reach consensus.  Now, it appears that we need them.
>>>>> 
>>>>> Russ
>>>>> 
>>>>> 
>>>>>> On Jan 12, 2025, at 1:49 PM, Greg Shatan <[e-mail] <mailto:[e-mail]>> wrote:
>>>>>> 
>>>>>> HI,
>>>>>> 
>>>>>> Sorry, this got buried during the holidays. I will organize a call of the Names Community representatives ASAP and hopefully we will be able to respond in the affirmative shortly.  I will keep you posted.
>>>>>> 
>>>>>> Best regards,
>>>>>> 
>>>>>> Greg
>>>>>> 
>>>>>> On Tue, Jan 7, 2025 at 16:18 Glenn Deen <[e-mail] <mailto:[e-mail]>> wrote:
>>>>>>> I'm not trying to be antagonistic but this is a decision which does need to be resolved.   We have been waiting since last June/July 2024 for an answer.
>>>>>>> 
>>>>>>> 
>>>>>>> Here's a possible path to move forward - 
>>>>>>> 
>>>>>>> Citing the agreement that is the foundation for this discussion. so we are focusing on the details:  https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf, the clause behind the Trust seeking permission is 4.2 which states:
>>>>>>> 
>>>>>>> 4.2 Encumbrances and Transfer. Except as contemplated by this Agreement and the License Agreements, the IETF Trust shall not sell, lease (as lessor), transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, in whole or in part, any of the IANA Intellectual Property without the prior written approval of the CCG, which shall not be unreasonably withheld. 
>>>>>>> 
>>>>>>> So let me ask, and I'm not doing this in anyway as a posturing exercise but entirely as a reframing of what it is being asked of the CCG to see if it helps move decision making along:      
>>>>>>> 
>>>>>>> If coming to consensus is proving too difficult to close on across all communities, does it in any way make it easier to ask the alternate form of the question that is in Section 4.2 - which is the question:  "Does the CCG have a reasonable reason to withhold its approval?"   This is highlighting an important part of the 4.2 clause that was included in the signed agreement that was intended to help resolve just the sort of problem we may have reached here.
>>>>>>> 
>>>>>>> Is there a reasonable reason for the CCG to withhold approval of the transfer from the IETF Trust to the IETF Intellectual Property Management Corporation run by the same appointees, appointed through the same bodies and following the same agreements to protect the IANA IPR as did the IETF Trust?      
>>>>>>> 
>>>>>>> In the absence of such a reason the clause would seem to suggest that the written consent should be provided.  
>>>>>>> 
>>>>>>> Again, this is in the interest of finding a path to move as we seem to have become stalled.
>>>>>>> 
>>>>>>> -glenn
>>>>>>> 
>>>>>>> 
>>>>>>> 
>>>>>>> 
>>>>>>> regards,
>>>>>>> 
>>>>>>> Glenn
>>>>>>> 
>>>>>>> 
>>>>>>> On Tue, Jan 7, 2025 at 12:15 PM [e-mail] <mailto:[e-mail]> <[e-mail] <mailto:[e-mail]>> wrote:
>>>>>>>> I am not aware of an approach to seek consensus of the names community.
>>>>>>>> 
>>>>>>>> 
>>>>>>>> CW
>>>>>>>> 
>>>>>>>> 
>>>>>>>>> On 7 Jan 2025, at 19:36, Russ Housley <[e-mail] <mailto:[e-mail]>> wrote:
>>>>>>>>> 
>>>>>>>>> Greg:
>>>>>>>>> 
>>>>>>>>> Happy New Year!
>>>>>>>>> 
>>>>>>>>> Were the CCG members from the names community able to reach consensus?
>>>>>>>>> 
>>>>>>>>> Russ
>>>>>>>>> 
>>>>>>>>>> On Jul 15, 2024, at 2:25 PM, Glenn Deen <[e-mail] <mailto:[e-mail]>> wrote:
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> Hello CCG Chairs,
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> As Chair of the IETF Trust I'm writing to you on behalf of the IETF Trust about the transfer of IANA Intellectual Property held and managed by the IETF Trust to the new not-for-profit Delaware based IETF Intellectual Property Management Corporation  (IPMC) that the current IETF Trust a Virginia based Common Trust entity is restructuring into.    
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> This IETF Trust restructuring has been underway for some time now and is nearing its end.  We are now undertaking the final steps, which largely involve the actual transfer of the Intellectual Property and IP rights held by the IETF Trust. 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> For anyone not familiar with this restructuring work, the IETF Trust's role remains the same, as does the appointment processes for the 5 IETF Trustees (3 from IETF noncom, 1 from IETF IESG and 1 from ISOC Board of Trustees).  The IETF Trustees will now be Directors of the new corporation.      
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> What has changed is all legal under the covers, with the IETF Trust legally changing from a Virginia Common Trust to a Delaware not-for-profit corporation which like the Virginia entity has been recognized by the IRS as a not-profit 501c3.      If you're interested in the details , the new Legal Documents <https://trustee.ietf.org/documents/founding-documents/> [1] and the Community Consultation <https://trustee.ietf.org/about/community-consultation-on-restructuring-the-ietf-trust/> [2] are all available on the IETF Trust <https://trustee.ietf.org/> website (https://trustee.ietf.org <https://trustee.ietf.org/>)  
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> The IETF Trust provides service beyond the IETF community by holding IANA related Intellectual Property assigned to it as part of the 2016 IANA restructuring.    See Exhibits A & B in the IANA Assignment Agreement <https://trustee.ietf.org/wp-content/uploads/Assignment-Agreement-2016-09-30-Executed.pdf> [3]  for the full asset list of IANA IP  consisting of Trademarks and Domain Names.      Under the agreement, the IETF Trust holds the IANA TMs, maintaining registrations and taking appropriate actions as needed to protect the TMs.    The IETF Trustees also provide change approval for the transferred DNS Domains whereby approval by any 3 of the 5 Trustees is required for any technical changes to the domains.
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> During a review of reassignment of agreements the IETF Trust with different parties, we recently came across a requirement in the 2016 IANA agreements [3][4] around the IANA Intellectual Property held by the IETF Trust that requires that we consult and get approval from the CCG for the Transfer of the IANA IP assets.   
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> BTW, Here is the requirement:   Section 4.2 of the Community Agreement <https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf> [4]
>>>>>>>>>> 
>>>>>>>>>>  
>>>>>>>>>> 
>>>>>>>>>> 4.2 Encumbrances and Transfer. Except as contemplated by this Agreement and the License Agreements, the IETF Trust shall not sell, lease (as lessor), transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, in whole or in part, any of the IANA Intellectual Property without the prior written approval of the CCG, which shall not be unreasonably withheld.
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> While the transfer isn't to outside of the IETF Trust, we've tried to err on the side of compliance so we're writing to the CCG chairs.
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> To be fully transparent, if you check in the US TM database, you'll see that the IANA TMs were transferred as part of a batch of transfers done for the IETF TMs held by the Trust.   Our sincere apologies for getting ahead of obtaining CCG approval, we had previously reviewed the IANA agreements related to re-assignment, but only on a recent re-review came across the specific need in Section 4.2 related to the CCG approval.     Now that we see the requirement, we are working to correct and comply.
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> Current status of IANA IP: The IANA TMs transfers have been submitted to various TM regimes that they are registered in and some like the US have been processed.     The DNS Domains have not yet been transferred and the Trustees of the Virginia Trust are continuing their role as technical change approvers.
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> To comply with our IANA agreement under section 4.2, the IETF Trust intends to send to the 3 CCG Chairs a formal transfer approval request for the IANA IP via Docusign.
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> Since we've never done this sort of request with the CCG we don't have any past process for IETF Trust::CCG interaction to follow, hence this note.
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> In terms of time, we'd like to resolve this as quickly as possible.  We're very near the end of the restructuring and we'd like to complete our asset transfers.    
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> Are there any questions that you have, or should we go ahead and send the notice over for signatures?
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> Referenced Links:
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> [1] https://trustee.ietf.org/documents/founding-documents/
>>>>>>>>>> 
>>>>>>>>>> [2] https://trustee.ietf.org/about/community-consultation-on-restructuring-the-ietf-trust/
>>>>>>>>>> 
>>>>>>>>>> [3] https://trustee.ietf.org/wp-content/uploads/Assignment-Agreement-2016-09-30-Executed.pdf
>>>>>>>>>> 
>>>>>>>>>> [4] https://trustee.ietf.org/wp-content/uploads/Community-Agreement-2016-09-30-Executed.pdf
>>>>>>>>>> 
>>>>>>>>>>  
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> Regards 
>>>>>>>>>> 
>>>>>>>>>> Glenn Deen, 
>>>>>>>>>> 
>>>>>>>>>> IETF Trust Chair
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> 
>>>>>>>>>> _______________________________________________
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>>>>>>>>> 
>>>>>>>>> _______________________________________________
>>>>>>>>> CCG mailing list -- [e-mail] <mailto:[e-mail]>
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>>>>>>>> 
>>>>> 
>>>> 
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