FW: Indian Counsel

Please read this. Thanks.

-----Original Message-----
From: Lundstrom, Bruce
Sent: Wednesday, May 30, 2001 10:20 AM
To: Walls Jr., Rob
Subject: Indian Counsel

Rob -

I'd really like to take this up today with you.

Bruce

---------------------- Forwarded by Bruce Lundstrom/ENRON_DEVELOPMENT on 05/30/2001 10:20 AM ---------------------------

Paul Kraske
05/30/2001 08:09 AM
To: Bruce Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: Indian Counsel

Bruce-

I think Wade spoke to you last night about some concerns I have with our Indian litigation team. Principally I am a bit disappointed with Atul Setalvad. You and I have discussed this a little in the past and I've shared some of my frustrations. Ultimately, and notwithstanding my grumbling to you and Gail, I would be willing to put up with arrogance, over-billing, criticism of Enron and the project and even (grudgingly) the disrespect with which he treats me and the other DPC lawyers if I thought he could get the job done. But I don't think he can.

He may still have some good ideas. And he does have history with the project. But he's slow. And he's unresponsive to our schedule, our priorities and our instructions. One reason we had to ask for more time from the MERC is that he simply wasn't prepared to argue yesterday. I'm still not sure he's read MSEB's petition and I'm quite sure he has no idea what the substantive argument about misdeclaration is. Under the glare of TV cameras and under pressure at yesterday's MERC hearing, I thought he choked. In contrast, MSEB's advocate spoke persuasively about the PPA and the MERC. I figure if he could get up to speed on the PPA and on misdeclaration, we can bring someone else up to speed as well. We shouldn't be hiring the best lawyers in the UK and the States and then settling for the "B" team in India especially when MSEB has collected three of the best lawyers from Delhi and Bombay.

I'm not looking to totally dump the guy. Even from a prudence perspective, we should have more than one senior lawyer ready to go. If we are going to be waging court wars on multiple fronts and on different issues, it would be irresponsible to stick with only one counsel. We've identified three guys to approach and I think we should get them all up to speed and involved going forward. When we need to deploy someone in a particular matter, we can choose among the three of them (and Atul S) and pick the individual most likely to be successful.

1. I'm meeting with P. Chidambaram here in Bombay today. He's opined for us on the misdeclaration issue in the past. Very smart guy. Former Finance Minister of India. Well respected and someone I definitely want on our team.

2. We've also approached Ashok Desai in the past. Former Attorney General of India and the mentor of MSEB's lawyer (the Advocate General of Maharashtra who appeared at the MERC yesterday). Walker thought Desai would be particularly useful given the possible effect on MSEB's lawyer of having to argue against his former boss. We're not sure he's still available but I intend to find that out. I understand he is out of the country at the moment. But we want to approach him in Early July when he gets back.

3. Last guy is a fellow named Parasaran. Reputed to be one of the two best lawyers in India (the number one guy - Fali Nariman - is already working against us). We have not spoken to him yet. He may already have accepted a brief from MSEB, GOM or GOI. If not, we will try to approach him.

Finally, although less urgently, I think we need more litigation support. Shoban is terribly smart and has the same depth of experience of Atul R. and Atul S. But he's ill equipped to support the fight we're undertaking. He has no associates. He has no secretaries. He can't research case law. He's only available from 10 - 6. When we need to prepare submissions to court, inevitably he calls us up and sheepishly asks whether we can do it ourselves. Which we've stayed here late at night in the past and done. But I'm not sure we can handle procedural litigation support on top of everything else we're doing.

Again, I'm not proposing we replace him. And I'm not even sure we have a firm in mind to help out with this stuff right at the moment (we're considering 1. Desai & Diwanji, 2. Amarchand and 3. A firm called Doijode & Phartephekar). But I do think we're going to need a firm to back us up with junior associates willing to pull cases and crunch out filings 24 hours a day. Again, no point in putting together a crack legal team from the States and England when we can't deliver the goods here in Bombay.

I realize the risk of suggesting new players. If we tank, the first thing Jim and Rob will ask is "Why did we ever change from Setalvad? Who are these new guys?" quickly followed by "Paul Kraske has left Enron to pursue other interests". But I would be remiss not to bring my reservations to your attention and to strongly suggest that we add more guys to the team. I'm also willing to have this discussion with Rob and, if necessary, with Jim. Atul R. is still preparing the writ petition but I want to act a little quickly on the Senior Counsel front so we can line up either Ashok Desai or Chidambaram to argue the writ before the High Court.

Let me know what you think.

Paul

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