NCSG Proactive Stance on ISOC Sale of PIR and .org Registry

[Sam Lanfranco]

	NCSG Colleagues,

	It has now been two months since we were informed of the pending sale of
PIR and the .org registry by ISOC to Ethos Capital. That the information
was met with disappointment, opposition and anger. During those two months
both individuals within NCSG, other closely positioned stakeholders and all
and sundry (ngos, news and social media, government officials, etc.) had
expressed alarm, concerned and opinions.  

	It is now two months until the next ICANN meetings, ICANN67 in Cancun,
Mexico. ISOC and Ethos Capital appear to have hoped to have the sale
wrapped up early in 2020, but it now looks that the resolution of the
issues here will take longer. That puts NCSG in a critical position with a
timeline. 

	It is time to move on from expressions of opposition and alarm, and for
NCSG to decide on a pro-active strategy about the way forward here. That
strategy needs to be in place well before ICANN67, and probably well before
that in case ICANN org and the Board move sooner toward some settlement
with ISOC and Ethos Capital.  

	What is our proactive strategy here? For me the only part carved in stone
is that ISOC has the right to sell PIR and the .org registry. The first
part of a strategy is that NCSG should be focusing on what binding
conditions should be put on that sale to protect the public interest
elements of the .org registry. We should be clear about what we mean by
“the public interest elements”. In the case of Ethos Capital or any
other buyer, it is prudent not to trust promises, and seek solutions that
are legally binding. 

	One area for strategy involves the ICANN contract with the .org registry
owners. However, this is an area in which to tread lightly. Registry
contract conditions can have unintended and unwanted ripple effects across
ICANN/registry relationships.  

	A second part of a strategy, and one both more doable and binding in my
opinion, is the actual nature of the new entity that owns the .org
registry. Ethos Capital has proposed an LLC (Limited Liability Corporation,
a sort of scaled down incorporation), a less than clearly defined social
business/ benefit corporation designation, and an advisory board. Dealing
with those in reverse order, the advisory board promise comes with a
caution given that PIR did not engage or inform its advisory board of the
proposed sale of PIR. As well the proposed B Corp designation (which looks
to be certification and not incorporation) leaves questions. 

	So what can NCSG do? In my view NCSG should encourage ICANN to first
affirm that the .org registry, and the other registries held by PIR, have a
special public interest mandate that has been reflected in how the .org
registry has been run by PIR under ISOC ownership. The second is to
negotiate with Ethos Capital around the exact nature of what legal
structures will own the .org registry. It is possible to formally
incorporate the registry ownership as a Benefit Corporation, plain and
simple, in a way that makes it more broadly stakeholder accountable, and
have an advisory council with elements more like ICANN’s multistakeholder
model. The third thing that could be considered is to make these conditions
binding on subsequent transfers of ownership.  

	Independent of the merits of any of my suggestions, the time is come for
NCSG’s membership to construct its proactive strategy and be prepared for
discussions at ICANN67 (and earlier if necessary). 

	Sam Lanfranco, NPOC 
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