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Enron Mail |
Alan:
Regarding the legal comments below: My impression was that the Joe had settled the choice of law issue: i.e. the umbrella documents (Password Application and Electronic Trading Agreement) will be identical to those used in North America containing a New York choice of law provision. These agreements have been approved by local counsel in Japan. This is till my recommendation unless the commercial team decides that a document governed by Japanese law is essential. As is the case for all EnronOnline trading, the online GTC's governing various commodities contain an appropriate choice of law for that product (e.g. English law for UK gas, New York law for US derivatives, etc.) regardless of where the counterparty is situated. When a Japanese product is offered, I would assume that you will create a GTC governed by Japanese law, but last I heard that bridge is still ahead of us. I don't know what the "international contracts" are that Rousseau refers to. There is no standard agreement for online trading. The ETA provides that if a counterparty and the relevant Enron entity have a master agreement in place (such as an ISDA Master Agreement for derivatives trading [is this what Rousseau had in mind?]) such master will control the relevant transactions. The choice of law in that master would be the subject of negotiation at the time the master was signed. In summary, unless the commercial team has changed its mind on the documents, the legal side of things is ready to go. Mark Alan Aronowitz 04/03/2000 11:52 AM To: Joseph P Hirl/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Mark Taylor/HOU/ECT@ECT, John Ambler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rousseau Anai/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: EnronOnline - Japan I have copied Mark Taylor on this note and asked him to call me to discuss. We will update you and Rousseau as we learn more from the Enron Online people. Alan Joseph P Hirl@ENRON_DEVELOPMENT 04/03/2000 12:48 AM To: Alan Aronowitz@ECT cc: Subject: Re: EnronOnline - Japan Alan, Pls look into the legal comments made below. Joe ---------------------- Forwarded by Joseph P Hirl/ENRON_DEVELOPMENT on 04/03/2000 04:48 PM --------------------------- Rousseau Anai 04/03/2000 04:43 PM To: John Ambler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Joseph P Hirl/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: EnronOnline - Japan Hi John I was wondering whether you could clarify the following additional issues: * Legal I'm not comfortable that the legal/contract situation is being sorted out. Mario mentioned that there is still some debate as to whether the contracts should be under Japanese or US law etc... This was something that they were debating about 3 weeks ago. My understanding was that international contracts would be used. These are contracts that trading houses and investment banks would already be familiar with. Could you clarify the exact nature of the hold-up and get a date by which they will finalise this issue. The name of the legal guy is Mark Taylor. I'd like to contact him directly some time to make sure everything is progressing as planned (after all, if we don't have the contracts ready, noone can trade) * Help desk It is not a good idea to totally rely on the Houston help desk for EOL (especially during Japanese business hours). It took them about 4 minutes to get a translator. Using the translator was time consuming (also remember, international call), the translator was quite rude....and, in any case, I agree that there should be some support on the ground (demonstrate Enron commitment to Japan) Please feel free to give me a call. I'm at the Okura on +81 3 3582 0111 To: Joseph P Hirl/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Rousseau Anai/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: EnronOnline - Japan Joe, After extensive probing I discovered that the marketing materials EOL has planned cannot be delivered in time for our plans. I can think of a number of alternatives for addressing this problem, including: changing brochures to one that can be more easily produced, changing printing firms and/or locations, and delaying the launch date until the following week. At least one person at EOL suggested that we have a "press conference" on May 10 and then send out the materials. I do not think this is an acceptable approach because it wastes the opportunities from the Nikkei interview on April 10, the higher profile McDonald/Hirl interviews during last week of April and buzz from counterparties receiving the packet. There appears to be a pervasive misunderstanding of our strategy and timelines. To correct this, I have asked for a meeting with all of the interested parties (except Louise) on Monday afternoon. We WILL walk through every step of the marketing plan and ensure that we have buy-in and accountable parties for the parts of the process that are outside of the control of Enron Japan. After the meeting, I will let you know where we stand and what we can reasonably expect. If we cannot resolve everything, I'll confer with you before taking it up with Louise. John PS Please note the following exchange. Please let me know if you want for me to soften my position. ---------------------- Forwarded by John Ambler/ENRON_DEVELOPMENT on 03/31/2000 10:21 PM --------------------------- Enron International From: John Ambler 03/31/2000 10:20 PM To: David Forster/LON/ECT@ECT@ENRON cc: Mario Parra Cardoso/Corp/Enron@ENRON, Kal Shah/HOU/ECT@ECT@ENRON Subject: Re: EnronOnline - Japan Dave, I understand that the meeting has been set for 2:00 p.m. on Monday in your office. I look forward to our getting together to nail down the details while there is still an opportunity to make necessary adjustments. On the subject of cover letters, there are several reasons for our approach: Given the urgency of completing the necessary pieces of the mailing, it is more expedient to include two letters than to go through approvals on a new joint letter. We want our counterparties to understand that there are two avenues of communication into Enron - EnronOnline (initially in English) for its e-commerce platform and Enron Japan for a host of Japan specific business lines. It is important that we position them as separate but complementary. It's very easy for people in this market to confuse multifaceted business interests. To be effective, we need to direct them to the appropriate sources/authorities. At this point EnronOnline will only be available in English, so potential users would need to be able to read your letter in English anyway. However, in following Japanese protocols, many of the packets will need to be sent to higher level officials, who would then pass the packet on to the end users. These are the people that we need to notify of Enron's Tokyo office and that EnronOnline is one of the many products and services available through Enron. It is essential that this higher audience have the name of just the top Enron official in Japan, otherwise they may think that they should bypass the Enron Japan office and always go to Houston. (In this culture it is a real risk.) This would jeopardize Enron's strategy for Japan. I hope the above mentioned considerations are helpful. I look forward to discussing this further when we meet Monday. John David Forster@ECT 03/31/2000 07:11 PM To: John Ambler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT@ENRON cc: Mario Parra Cardoso/Corp/Enron@ENRON, Kal Shah/HOU/ECT@ECT Subject: Re: EnronOnline - Japan John, It seems strange to me that we will not be translating the cover letter. This would mean that the cover letter is the only thing in the envelope which is not in Japanese? Also, I'm wondering why we would have two cover letters. Would it not be better to combine the messages into one? Perhaps we can discuss on Monday - I understand a conference call with the recipients of this email is being set up. Dave To: Mario Parra Cardoso/Corp/Enron@ENRON cc: David Forster/HOU/ECT@ECT@ENRON, Kal Shah@ECT Subject: Re: EnronOnline - Japan Mario, We sent the translation to Kal yesterday afternoon, Japan time. The cover letter is fine with us (we don't plan to translate it, since users can read English). We plan to add another cover letter in Japanese from Hirl as well. If, in addition to Kal, you need the translation too, please let me know. I'll be back in the US next week if we need to discuss (I'll be calling Kal to ask about printing delivery dates). Thanks, John Mario Parra Cardoso@ENRON 03/31/2000 03:32 PM To: John Ambler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: David Forster/HOU/ECT@ECT Subject: EnronOnline - Japan John, We were checking today the launch process for EOL in Japan. Could you please let us know the status of the Press Release and the translation of the "Getting Started", the ball brochure and the cover letter? Is there an expected date for the completion of the translation? Thanks in advance, Mario
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