PIR Transaction and Proposed Public Interest Commitments Update
Since Public Interest Registry (PIR) formally notified ICANN of the proposed change of control transaction on 14 November 2019, the ICANN org and Board have worked together to thoughtfully and thoroughly evaluate the proposed acquisition to ensure that the .ORG registry remains secure, reliable, and stable. Throughout this process, ICANN has urged PIR, the Internet Society (ISOC), and Ethos Capital (Ethos) to engage and consult with the .ORG community, and to provide full transparency regarding the proposed transaction.
Today, ICANN is publishing PIR's recently updated Public Interest Commitments (PICs), which were received by ICANN on 7 April 2020. PIR proposes that these PICs be added to the .ORG Registry Agreement should ICANN approve the change of control request submitted by PIR. Two versions of the PICs are being published: a "clean" version and a "redline" version that shows changes made by PIR from its 16 March 2020 version submitted to ICANN following PIR's Public Engagement process.
The revised PICs that ICANN is publishing today are in response to additional questions posed by ICANN as part of its diligence around the change of control request. On 3 April 2020, ICANN provided PIR with two sets of questions. One set of questions are in follow-up to previous ICANN inquiries designed to further understand the proposed transaction and its potential effect on PIR and the .ORG top-level domain (TLD). The second set of questions relate specifically to the proposed PICs. PIR has indicated that it is working to answer all of the questions from ICANN.
It is ICANN's intention to post PIR's responses to these questions when they are available, subject to any appropriate requests for confidentiality made by PIR.
Many people have questioned the enforceability of PICs by ICANN. To be clear, PICs are enforceable by ICANN. Any Internet user may submit complaints to ICANN Contractual Compliance. In addition, ICANN Contractual Compliance may identify an issue through its proactive monitoring. ICANN's follow-up questions to PIR seek to ensure that ICANN has a clear understanding of each commitment within the PICs, such that it could be enforced should the need arise. The ICANN Board continues to have reservations regarding the enforceability of PIR's proposed PICs.
The .ORG Registry Agreement stipulates a specified time period for ICANN to approve or withhold consent of the proposed change of control of PIR. ICANN and PIR have agreed to extend the deadline several times since the original deadline in mid-January, and the deadline for ICANN's response is now 20 April 2020.
Similar to when voluntary commitments in the form of PICs were proposed by applicants for new generic TLDs, ICANN is providing PIR's proposed PICs to the ICANN community with this public notice. Given the fast-approaching deadline for ICANN to make a decision to approve or withhold consent on the requested change of control of PIR, the typical 30-day public notice period has been condensed to seven days. We recognize the full engagement of the .ORG community in PIR's consultation process, but wanted to ensure ICANN remained fully transparent in what is being considered, the concerns still present in the Board's review, and what the Board will be reviewing. Feedback may be submitted as a comment to this blog or through correspondence to me or the ICANN Board.
We thank the ICANN community for its active participation in this matter and remain committed to keeping you informed of new developments.