Elena Kapralova
09/06/99 14:26
To: Louise Kitchen/LON/ECT@ECT, Janine Juggins/LON/ECT@ECT, Justin 
Boyd/LON/ECT@ECT, Mark - ECT Legal Taylor/HOU/ECT@ECT, Marcello 
Romano/LON/ECT@ECT, David Port/LON/ECT@ECT, Jay Webb/HOU/ECT@ECT
cc:  
Subject: Legal Meeting - 8 June 1999

Dear all,

these are the issues from the last legal meeting that need further attention:

1). European Jurisdictions Peculiarities 
Slovenia, Cpoatia, Romania must be added to Phase 1 reviews. Products that  
considered are gas and power both physical and financial. 15 Jurisdictions 
reviews are already received. So far they do not reveal any fundamental 
problems with the overall structure. There are few recommendations on the 
wording of PAA, ETA and GTC to come. CC (Tim Hueges) is summarising all the 
replies and will forward a list of problematic issues for each jurisdictions 
by Monday (14th) lunch time. 

Possible complications are:

 All documents for French and Spanish customers may need translation into 
French and Spanish, as part of these  jurisdictions requirements.

 Sweden and Italy have particularly strict regulations on checking  validity 
of signatures => it may need to be reflected in the business processes.

It was suggested to have PAA on the screen as well, so that potential 
customers may print them out, fill in and mail to Enron. YES - only in the 
garden and we will need clear instrucutions on how to register there also 

2). Read Only Access for some customers
instead of ETA read only customers have to click on Read Only Agreement, 
therefor it has to be drafted ASAP. DRAFTING REQUIRED. THIS IS ALSO A SYSTEM 
REQUIREMENT FOR READ ONLY.

3). Product Descriptions
A decision was made that they will be reviewed by internal legal team (Justin 
Boyd, Mark Taylor) but not CC or S&C. OK

4). Timetable 
GTCs in English should be finalised by the end of June.  First two weeks of 
July CC will spend validating marketing data.  Project timetable was promised 
to CC to be e-mailed yesterday.  OK, but timings will vary on the basis of 
what timetable says.

5). Translation
Translation of GTCs, ETA and PPA will be done internally . The first priority 
languages most likely will be French, German and Spanish. 
Actions:

Translations of those GTCs that we already have must be started ASAP (Justin 
Boyd to co-ordinate). 

Identify languages to  translate into (Elena Kapralova to co-ordinate with 
Justin and traders)

6). Taxes
Questionnaires similar to the one that was sent to European jurisdictions 
must be sent to Canada (Janine Juggins to co-ordinate).

7). Web Page Wording
The words "I accept" and "Delete" in the box that appears after a customer 
clicked on price, are to be changed into "Submit" and "Clear". Lawyers are 
comfortable with this.

8). Different Entities on Counterparty Side
If there are a few different entities trading for the same company,  for ex. 
Morgan Stanley International (MSI) and Morgan Stanley (MS), they should be 
treated in the system as two separate clients and be granted two separate 
System Administrator passwords. This is necessary for tax considerations. It 
is confirmed once again that there will be one ETA acceptance click per 
System Administrator.

9). Authorisation Risk 
Because Online Trading will be Enron's software, all problems arising from 
authorisation errors, for ex.  when customer that was supposedly authorised 
to trade only UK Gas was able to trade power, will be entirely Enron's 
liability => it highlights again an importance of very thorough testing of 
authorisation functionality of the system in July and August.NO this would 
only be the case if we reverted to asking them what they wanted to trade and 
we are not going to do that from a systems process point of view - DAVID _ 
ISSUE

10). Written and Electronic Confirmations
It appears to be a difference between UK and US practices in treating 
superiority of written vs. electronic confirmations. According to the UK law, 
an electronic confirmation will overwrite a paper one, generated and mailed 
by the Back Office, similar to the current practice for transactions done 
over the telephone, when phone conversation overwrites all paper 
conformations. In the US the situation is opposite. For the deals done over 
the phone, written confirmations still take priority over the phone 
conversation tape. In Texas anything that is not in writing, is not 
enforceable.  

The situation with priority of confirmations of Online trades in US must be 
investigated further (Mark Taylor to co-ordinate). The result should be 
reflected in US version of  ETA. YES

This leads to a further question, whether sending written confirmations in UK 
is still necessary?YES

11). UN E-Commerce Directive
There is a daft of UN Directive on e-commerce, which currently has very 
strict rules regarding time when transaction is considered complete. It 
requires mutual exchange of written confirmations etc. Enron might be in 
position to lobby few items in this Directive (Justin and Regulatory Dept.) 
What th eEU piece asks for is mutual confirmations by clicking - two further 
stages than we have in our system.  WE need to build a system which can 
incorporate these changes at some point in the furture but not now.

12). Suspending Trades by Counterparty
A few traders are very keen on being able to suspend trades by counterparty, 
for instance in a situation when they see a counterparty making a number of 
deals in the same commodity. It arises two issues:
IT -  the system should be able to put a name of the counterparty on the 
transaction summary page (bottom of the price page) YES 

Legal - CC has to investigate and give a view whether it is permitted by law. 
NO PROBLEM - BUILD SYSTEM NOW TO DO THIS.


Price Check Idea 
Just a thought, whether  it is technically possible to amend a price check 
(the one done when the customer submitted a price, and database does credit, 
GTC and price check) in a way that customer is notified about the price 
change not for all changes but only when the price has moved against Enron, 
i.e. if price moved in Enron's  favour transaction should go forward at the 
price customer had agreed to earlier. Legally it is OK. Jay, can the system 
do it? YES

Internal Issues still to be addressed:

1). Global Liquids Books management, i.e. how responsibilities for price 
update will be managed  between London and Houston desks.DAVID
2). FX conversion including IT, business processes, tax, risk managment 
issues (David Port, Janine Juggins, Jay Webb)DAVID

All comments are welcome,
Regards,
Elena
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