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Enron Mail |
The question is legitimate. With the potential for exchanges among
affiliates being very real, the only possible solution is to either prohibit affiliate participation or make iron-clad the confidentiality/non-disclosure agreement. Of course, once you allow the affiliate to participate, being able to determine if an "inappropriate" transfer of information has occurred is almost impossible. The other problem is that Enron has been an advocate of affiliate participation in the sale of assets, as long as the relationship was arms-length and no preferential treatment was provided. As proposed, PG&E states that its affiliate will be treated the same as other bidders. So, I think that leaves us with buttressing the proposed confidentiality language to prevent such exchanges as much as possible. We would also have to assume, for the information to be beneficial to PG&E's affiliate, that it would result in PG&E Gen obtaining the assets. As proposed by PG&E, they would have to be the highest bidder, taking into consideration certain tax benefits associated with the sale to an affiliate (PG&E's proposal, not my assessment). In other words, PG&E claims that the ultimate determination of the winning bidder is price. If the result was that PG&E Gen paid more for these assets than anyone else, it becomes a little more difficult to claim that the auction was unfair. However, I believe that the ultimate determination is price, with a caveat. The caveat is acceptance by PG&E of amendments to the attached service agreements. PG&E allows for bidders to submit amendments to the service agreements, but PG&E retains the right to reject the amendments if not acceptable to them. PG&E Gen may know what amendments are and are not acceptable. That may be the inside track for the affiliate. But again, I think it brings us back to ensuring equitable treatment as much as possible in the auction protocol rather than preventing PG&E Gen from participating. If you feel this is not adequate, please let me know. Enron Energy Services From: Mike Harris 10/04/99 04:42 PM Phone No: 713 853-6091 To: Mona L Petrochko/SFO/EES@EES cc: Dennis Benevides, Greg Cordell/HOU/EES@EES Subject: hydro auction Mona, Jeff pointed me to you. Below are some concerns I have on the PG&E hydro auction. What are your thoughts on the opportunity for PG&E Gen to adversely affect the auction outcome through access to non-public information? Also, how strong are the mitigants against this behavior? Mike ---------------------- Forwarded by Mike Harris/HOU/EES on 10/04/99 06:40 PM --------------------------- Enron Energy Services From: Mike Harris 10/04/99 06:32 PM Phone No: 713 853-6091 To: Jeff Dasovich/SFO/EES@EES cc: Subject: hydro auction Jeff, Who is handling the PG&E hydro auction? I have a concern about PG&E Generation's participation in this auction. Every press release from PG&E on this topic goes out of its way to state that PG&E Gen will be a bidder. My concern is their access to non-public information and how this may skew the results of the auction. If you're the person on this, let's talk. If not, pls let me know who is. Hope you're doing well. Mike
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