Mozilla questions about PIR sale

[Sam Lanfranco]

	Colleagues, 

	In these discussions around the impending change of PIR .org registry
ownership I am probably not alone in not knowing what position to take
here. I have looked at the proposed NCSG letters to the ICANN board and am
trapped between doubts as to what we (NCSG) should do, and what the impact
would be.  

	There are two issues of integrity here, one subject to analysis, and the
other based on how much one trusts the stated intentions of Ethos Capital.
The first is who knew what about what, and who did what, in the process
starting with the price cap removal for .org registrations and ending with
the Ethos Capital buy-out deal. That story will eventually be pulled
together, and ISOC and ICANN will either look good, or somebody managed to
run away with a rich cookie jar, and the story will look bad.  

	The stated intentions of Ethos Capital are the hardest issue to assess.
They are promises about the future, and two things we know about finance
capital activities are that promises are always context-based, and contexts
change (tomorrow is a new day).  

	One of those promises is straightening out that Ethos Capital is not (NOT)
proposing to incorporate the as a B Corp. Mark Surman’s mistaken comments
(see links below) show how easy it is to miss understand what is going on,
and make it look like more than it is. 

	Incorporation as a Benefit Corporation (B Corp) is a legal incorporation
and that is not what Ethos Capital is proposing. If it did propose that not
only would that lock PIR into a certain “public interest” ethical
position, it would make it virtually impossible for Ethos Capital to sell
PIR to other investor, unless the new owners wished to own PIR as a Benefit
Corporation. As a Certified company any re-sale is not hindered at all, nor
are new owners bound to remain Certified.  

	What Ethos is proposing is that it get a “good behavior pledge” B Corp
Certification (a bit like a corporate Boy Scout Merit Badge) from the B
Lab, the not-for-profit that issues such certification. There is nothing
wrong with this. It is like the certifications and trustmarks used to
certify organic produces, clothing free of child labor, etc.  

	Certifications and trustmarks can be high integrity, or questionable. For
example, in the coffee, forestry and paper-products sector there are
multiple competing trustmarks, some set up by environmental watch groups
and others set up by (for example) the forestry industry. The same can be
said of advisory councils, some are good, and some are questionable.  

	They key point it that Certification it does not legally bind Ethos to
certain behavior, nor would it bind a buyer of PIR from Ethos Capital. 
	Personally my main concern is that I see no way to turn PIR into a Benefit
Corporation at this point, other than asking Ethos to actually incorporate
PIR as a legal Benefit Corporation, as a show of good faith.    

	Sam Lanfranco  

	Excerpts from Mark Surman’s mozilla blog and Ethos Capital’s website
[emphasis "BOLD" added]: 

	Mark Surman’s comments at:
https://blog.mozilla.org/blog/2019/12/03/questions-about-org/
(:%20https:/blog.mozilla.org/blog/2019/12/03/questions-about-org/) 

	ISOC and Ethos put up a site last week called keypointsabout.org
(https://www.keypointsabout.org/) which argues that the newly privatized
PIR will be just such a steward. Measures outlined on the site include the
creation of a stewardship council, price caps, and the incorporation of the
new PIR as a B Corp. These sound like good plans at first read, but they
need much more scrutiny and detail given what is at stake. 

	Ethos Capital’s comment at: https://www.keypointsabout.org/
(:%20https:/www.keypointsabout.org/) 

	In addition, Ethos Capital is currently evaluating an opportunity to seek
B Corporation Certification for PIR. 
	* The high standards for B Corp Certification are overseen by B Lab's
independent Standards Advisory Council
(https://nam02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fbcorporation.net%2Fnode%2F39533&data=02%7C01%7Cmsidhom%40SARDVERB.com%7C59eaefb7534a4c4f27d908d763a0f8b6%7Cdfc7827b9c274ffbb94f96d3b0b06aa1%7C0%7C0%7C637087415330542492&sdata=FApNedRHuhd%2BAKKOYFCyLRJaFxEQFFmbCsKnFqMA2uQ%3D&reserved=0).
 
	* Certified B Corporations are businesses that meet the highest standards
of verified social and environmental performance, public transparency, and
legal accountability to balance profit and purpose.  
	  
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