|
|
Enron Mail |
Vicki, let's discusss this today; I will get Mark's thoughts tomorrow.
-----Original Message----- From: =09Sharp, Vicki =20 Sent:=09Wednesday, April 04, 2001 10:59 AM To:=09Derrick Jr., James Cc:=09Haedicke, Mark Subject:=09Re: FW: Canadian Retail Jim, I will be travelling tomorrow and will not be at the GC meeting. Plea= se let me know how to best be brought up to date if there is a discussion a= t the GC meeting.=20 From:=09James Derrick/ENRON@enronXgate on 04/04/2001 10:53 AM To:=09Mark E Haedicke/HOU/ECT@ECT, Vicki Sharp/HOU/EES@EES cc:=09=20 Subject:=09FW: Canadian Retail Perhaps we could discuss this following the GC meeting tomorrow. Jim -----Original Message----- From: =09Crawford, Sharon On Behalf Of Keohane, Peter Sent:=09Tuesday, April 03, 2001 6:15 PM To:=09Derrick Jr., James; Haedicke, Mark Subject:=09Canadian Retail Jim and Mark, as you know, we have established a retail affiliate within En= ron Canada known as Enron Direct. In addition, EES has a Canadian entity, = EES Canada, which was established for the purposes of entering into some cr= oss-border transactions in Canada. For various reasons, it has been decide= d to roll Enron Direct into EES Canada reporting, commercially, to Rob Miln= thorp, who will in turn report to Dave Delainey. There are two legal/gover= nance-related issues that I wanted to raise with you: 1.=09Governance: As a result, it will be necessary to make various corpora= te re-organizations to EES Canada. This will include having EES Canada est= ablished as an Alberta corporation, where Enron Canada has, and Enron Direc= t will have, its principal Canadian office. In relation to this, I was con= sidering that EES Canada should be organized consistent with Enron Canada, = with two Canadian resident nominee directors and Canadian-resident officers= . A few years back, it was decided, for corporate law and, more importantl= y, tax-related "permanent establishment" issues, that all directors and off= icers of Enron Canada would be Canadian-resident employees of Enron Canada.= Accordingly, Enron Canada was re-organized with a nominee board of direct= ors consisting of Rob Milnthorp (as the senior commercial employee) and me = (as the senior legal employee) with a Canadian slate of officers being the = Vice-Presidents or Managing Directors in Canada responsible for the various= commercial or commercial-support groups. I was thinking of doing likewise= with EES Canada. Although I have not yet obtained a copy of the corporate= records for EES Canada, I believe the current directors of EES Canada are = Jim and an outside lawyer at Blake, Cassels & Graydon in Toronto, Ernest Mc= Nee. I am not sure, but it is also likely that various US-based employees = of EES are designated as the officers of EES Canada. Would it be appropria= te to re-organize EES Canada along the same lines that Enron Canada has bee= n organized, or do you have concerns? 2.=09Law Firm: Following-up on our conversation last week, I want to confi= rm that our continued use of Donahue Ernst & Young for this retail project = was "grandfathered" on the basis that they were "up the learning curve" on = a number of the contracting, regulatory, licensing and market participation= issues. There is one twist, however, with respect to EES Canada. Althoug= h I was not involved, I believe that EES Canada was established to execute = on some gas transactions in Ontario with the use of a Blakes partner in Tor= onto, Ernest McNee. However, as the focus of the business initiative in Ca= nada will, at least in the near future, be more involved and predominantly,= if not entirely, in Alberta; and as Donahue Ernst & Young is involved in r= egulatory proceedings on our behalf with respect to market design issues af= fecting the Alberta gas and power markets, as well as being familiar with t= he licensing and contracting requirements for Enron Direct in Alberta; and = given my understanding that Blakes' involvement with EES Canada has been re= latively limited, I think it would make sense to have Donahue Ernst & Young= continue on with this matter. I am, however, sensitive to Jim's concerns,= and therefore wanted your thoughts on the matter. I look forward to hearing from you. Regards, Peter
|