Like the announcement of the acquisition of Red Hat by IBM was made last year, which came as a huge surprise to me, the sale of PIR was equally surprising.
However, in both cases, there were critical details that, for me, made it easy to navigate and get to a happy place.
Let’s look at IBM buying Red Hat. I got a call at about 3:30 am Singapore time early Monday morning 29th October 2018 from a friend who basically woke me up just to tell me that a) he is OK, b) IBM owns Red Hat and c) that since he has informed me, I can go back to sleep!
Friends! You’ve gotta love them. Or not.
Suffice to say I was very surprised with the news. I did not get back to sleep, went to my laptop and true enough, memo-list was ablaze. What was critical was that all the relevant, disclosable information was there on the web as well on our Intranet and by about 6:30 am or so, I was calm and understood what happened. I was fine.
We did have multiple town halls that whole week and, as someone remarked on memo-list, that by the Friday 2nd November 2018, all of us at Red Hat had gone through the five stages of grief (1. Denial, 2. Anger, 3. Bargaining, 4. Depression, and 5. Acceptance). I did not take five days, I was OK by day 2. Why did that work out that way? Because of the tranaparency of information made available to all (within legal limits) and the open communications and open leadership we have at Red Hat.
So, what about this PIR deal then? I first knew about it on a mailing list of former Internet Society Board of Trustees. We were informed after the decision was made and perhaps at about the same time the rest of the world knew of it officially. I certainly did not go through the five stages. I only had information that was public and none of the private considerations.
Like the Red Hat news, I was surprised about this sale, but also, not surprised. Red Hat was a publicly listed company (RHT on NYSE, now no longer listed) and as any business, when a good deal comes along, the Board has to exercise its fiduciary responsiblity to ensure that the stakeholders interests are taken care of. Today, about four months after the conclusion of the acquisition, I am happy to note that Red Hat is still Red Hat.
When I was on the ISOC board, there were offers to buy PIR and I was privy to one of them. After much deliberation at the ISOC Board, it was decided that ISOC will not agree to the offer to buy. The discussions brought into focus a need to establish the principles that would guide ISOC’s decision process should there be requests to sell PIR at some point in the future.
We had many considerations, or at least from my perspective, that the value ISOC gets should not be any less that what is being derived from PIR’s business plus a generous upside. What the upside is, how it will be made available is up to negotiations between the buyer and seller. Whichever way it gets looked at, ISOC has to be able to benefit from any sale for the long term sustainability of the Society.
The bigger principle of the “public interest” (as embodied in the name Public Interest Registry) is worth reviewing. Is the ownership of PIR (and in turn .ORG) done with the public interest in mind, or is it just a convenient vehicle for the Internet Society to be financially solvent to meet the goals of bringing the Internet to the 3 billion people who have yet to get online? Or is it a combination?
I was not on the board when ICANN, in 2002, made available .ORG to ISOC to be run by PIR, I think over the years, PIR evolved to be an “exemplary registry”. Does exemplary mean “in the public interest”? Perhaps. Perhaps it is how the registrar is run and managed. Perhaps it is in keeping the cost of .ORG low enough for the world. Perhaps it is a combination of all of them.
I chaired the PIR Board NomCom when we were looking to refresh some of the seats on the PIR Board. Among the questions posed to prospective candidates was how they would add value to the PIR and whether they perceived PIR as an exemplary registrar and why and why not?
In those conversations and interviews, the notion of public interest was evident but not dogmatic. It was a way to frame the larger goal of the PIR and how PIR’s business helps sustain ISOC.
I must declare that I am NOT PRIVY TO ANY INFORMATION ABOUT THE SALE except for all that has been disclosed publicly. I am quite confident that the decision made was made in good faith, with the long term viability of ISOC to be placed on a firm footing and also to ensure that PIR would indeed be an exemplary steward of .ORG as it comes under new management. I would point to fellow board member and current ISOC Board Treasurer, Richard Barnes’ post on why he voted in favour of the sale. I have full confidence on the Board and the CEO/President in this sale decision.
And as we say in Red Hat, “assume good intention”. I think it will all be good for the Internet, for .ORG, and for ISOC.