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.ORG Update

The proposed acquisition of Public Interest Registry (PIR) by Ethos Capital was announced on 13 November 2019 by the parties and the Internet Society (ISOC). This announcement has raised many questions. In light of this, we want to be transparent about where we are in the process.

On 14 November 2019, PIR formally notified ICANN of the proposed transaction. Under the .ORG Registry Agreement, PIR must obtain ICANN’s prior approval before any transaction that would result in a change of control of the registry operator. Typically, similar requests to ICANN are confidential; we asked PIR for permission to publish the notification and they declined our request.

According to the .ORG Registry Agreement and our processes for reviewing such requests, ICANN has 30 days to request additional information about the proposed transaction including information about the party acquiring control, its ultimate parent entity, and whether they meet the ICANN-adopted registry operator criteria (as well as financial resources, and operational and technical capabilities).

Public announcements made by PIR, ISOC, and Ethos Capital contain relevant facts that were not required in the request for approval. Today, we sent PIR an additional information request to ensure that we have a full understanding of this proposed acquisition. We have asked PIR to provide information related to the continuity of the operations of the .ORG registry, the nature of the proposed transaction, how the proposed new ownership structure would continue to adhere to the terms of our current agreement with PIR, and how they intend to act consistently with their promises to serve the .ORG community with more than 10 million domain name registrations.

ICANN will thoroughly evaluate the responses and then ICANN has 30 additional days to provide or withhold its consent to the request. The Registry Agreement requires a standard of reasonableness for ICANN’s determination.

We acknowledge the questions and concerns that are being raised and directed to ISOC, PIR, and ICANN relating to this change. To ease those concerns and maintain trust in the .ORG community, we urge PIR, ISOC, and Ethos Capital to act in an open and transparent manner throughout this process. We have sent a letter to both ISOC and PIR today, asking them to please be clear and open in all of their communications. We have indicated our willingness to publish the request and related materials involved in ICANN’s review including the request for approval, the request for additional information, and PIR’s responses.

ICANN takes its responsibility in evaluating this proposed transaction very seriously. We will thoughtfully and thoroughly evaluate the proposed acquisition to ensure that the .ORG registry remains secure, reliable, and stable.


    Sam Lanfranco  06:56 UTC on 10 December 2019

    As a stakeholder in the .org community, and member of NCSG/NPOC there are a number of issues that concern me here, but a major one is that while Ethos Capital is making promises about the future, there is no track record for the newly formed Ethos, or evidence of expertise in the registry field by the investors. I would have fewer worries about this change in ownership if (IF!) PIR actually was incorporated as a Benefit Corporation (B Corp), if this sale goes forward. Incorporation as a B Corp (and not just B Lab "Certification") should become a condition of any sale of PIR, to any buyer.

    John Laprise  06:43 UTC on 11 December 2019

    When ALAC drafted it's comments supporting .org contractual changes, I was broadly supportive. However, ISOC's lack of transparency has caused me to reconsider my support. For an organization that purports to support the Internet, it's decision making processes were downright opaque, keeping any mention of the deal with Ethos Capital from virtually everyone. The involvement of Fadi Chehade in the transaction reeks of corruption and insider trading of the worst sort. I have no trust in the "promises" or "intentions" of either ISOC, PIR, nor Ethos Capital regarding .org. .org has become a DNS home for organizations that are the backbone of civil society, especially in countries where civil society is scorned if not actively persecuted. I have no confidence that Ethos Capital will protect current and future domain holders if the price is right. ICANN org should subject this transaction to the highest level of scrutiny and lay down binding demands to ensure that Ethos Capital and ISOC uphold transparency and protect the safety and security of .org and those who use it. If they are unable or unwilling to comply, ICANN should use all contractual authority to reallocate .org to a worthy steward rather than it's current holder. Best regards, John Laprise, At Large

    Joshua Ellinger  20:51 UTC on 15 December 2019

    At minimum, there should be multiple bidders, the bidding criteria should not be based solely on price, and former executives at ICANN should be forbidden from working for the bidders for a reasonable period of time. I also think that the bidders need to disclose the financial projections that they are providing to their limited partners to raise the money. In essence, you have decided to sell of something that is roughly equivalent to a public park that you have been given stewardship of. If a sufficient number of people decide that the transaction is corrupt, they will not only prevent the sale but insure that you are removed from your current role. The transaction is OBVIOUSLY corrupt -- the only question really is how many people object and what recourse is available. I have registered a number of domains. The prospect of paying $20/yr is not a burden for me. However, one of my .link domains registered in 2018 is now magically considered a 'premium' name and got repriced to $145/yr despite a public statement (per wiki) that ".LINK will be a specialty gTLD, with a flat pricing structure and fixed renewal costs, with no material price increases for the first five years. This moderately priced namespace is designed to offer registrants an attractive, competitive registration alternative or complement to existing registrations for the purpose of specialized content." Fortunately, I do not need it and will not renew it but I don't see why a private equity investor would do the same thing with .org. Maybe the contract prevents differential pricing. Maybe not. All I know is that private equity typically targets a 20% annual return and they will find a way to make that happen. Joshua Ellinger

    Ch'ng Zhu Lin  21:51 UTC on 15 December 2019

    ICANN should still publish the notification request, as this is a matter of public interest.

    Miles Wolbe  00:54 UTC on 16 December 2019

    Private Internet Access posted an excellent overview: ".ORGanized Takeover – a timeline of the ISOC, PIR & Ethos Capital Deal". Sadly, ICANN does not allow links in comments, so you'll need to search for the title in your favorite search engine. Here's a taste: March 2019 ICANN proposes removing price caps from .ORG registrations. It is unclear whether PIR requested this, whether ICANN offered it unsolicited, or if PIR worked behind the scenes to make this happen under the guise of contract harmonization. ICANN receives 3,300 comments uniformly opposed to the change and 6 in favor of removing price caps, and sides with the 0.2% minority. May 2019 PIR responded to the comments with an open letter that said, “We are a mission-based non-profit, and would never betray the trust that you have put into .ORG and us.” On 7 May, Chehadé registered the domain for On 13 May, ICANN decided to lift the price caps anyway. On 14 May, Ethos Capital was incorporated as a new investment firm founded by Brooks. Ethos Capital has two staff: Brooks and Nora Abusitta-Ouri, a former ICANN SVP who later worked for Chehadé and was also a classmate of Chehadé.

    Sean Roberts  14:22 UTC on 16 December 2019

    John Jeffrey, your letter to Jon Nevett, PIR CEO, with the subject of Transparency echos my concerns. Without transparency, PIR is not living up to the ideals of a free and open internet. Thank you for time and attention to this important issue.

    Albert Braden  11:27 UTC on 17 December 2019

    ICANN board members, please try to resist the temptation to sell your soul to the highest bidder. Money isn't the only thing that matters.

    david kane  09:16 UTC on 09 January 2020

    Thank you, John Laprise, for your thoughtful analysis and suggestion that the inclusion of Fadi Chehade reeks of corruption. This whole deal is suspicious. Public protection is under attack.

    Chris Miller  12:31 UTC on 23 January 2020

    The whole .org deal reeks of shady financial arbitrage and blatant economic rent seeking, with no net benefit to society. Please oppose it.

    Tom Azlin  16:45 UTC on 07 February 2020

    I do not support the sale of the .org registry to any private equity firm or for profit company. I believe the .org top level domain is for non-profit organizations and should not be owned by any one but a non-profit organization. I use the .org top level domain and do not want this association with for profit firms or companies. I am happy to have my domain ownership fees support a .org registry owned or operated by a non-profit registry organization. Please oppose this sale or any similar sale. This domain is not for speculation or profit.

    rosdi ab latiff   23:01 UTC on 08 February 2020

    Personal program system, organization myidentity.

    Angelo Merenda  15:03 UTC on 12 February 2020

    What sort of incentive is there for .org owners to believe a promise that a private company won't liquidate assets and consequently cancel our .org registration?

    Ellie Nowels  13:40 UTC on 25 February 2020

    This sale is being rushed through and at a very high sale price. From what I’ve read, there are no protections being added as a requirement for this sale. There is nothing to prevent this for-profit firm from doing a number of things: raising the cost of a .org registration to unaffordable levels, selling browsing data for visitors to .org sites, and censoring for money - suspending or transferring certain domains who promote viewpoints unpopular with monied interests. In addition, Ethos Capital has no experience in providing the technical services needed to keep millions of .org domains online. There are no laws to ensure that Ethos protects these non-profits under its care rather than exploiting them, and they have made no promises. I do design and website work for a number of small non-profits that could be adversely affected by this change, and I don’t want to see them stymied in their missions by a for-profit organization. Dot org sites are not selling merchandise or services that can priced to reflect higher charges for their domains; in many cases they are providing vital services for people in need. They should be protected, not exploited, and this transfer does nothing to prevent that.

    Mark Lackey  16:18 UTC on 23 April 2020

    It seems really fishy that something as public as the .org domain is being sold to a private company, for a price that's bound to be passed on to the people who have .org websites; a price that can now be arbitrarily jacked up on people whose websites are NOT for the purpose of making a profit. It also seems fishy that ICANN claims to have no say over this; I had read that such things were subject to ICANN's approval first. And I would have put in a comment long before now, but this is the first I've heard about the proposed sale.

    Denise Silverberg  09:51 UTC on 28 April 2020

    I just heard about the sale an hour ago. I tried searching online for any information and found nothing more recent than January 2020. Since your (ICANN's) initial statement (above), nothing further is available even on this site. No transparency whatsoever. It's a shame you're a sole source provider of a public good - no one can avoid working with you.

    lionel antoine  08:24 UTC on 03 May 2020

    ICANN, totally unacceptable that this sale was even on the table!

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