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Enron Mail |
FYI.
I'll seek a clariification on what a statutory corporation is. ----- Forwarded by Alan Aronowitz/HOU/ECT on 05/12/2000 10:43 AM ----- Paul.TYO.Davis@BakerNet.com 05/12/2000 05:26 AM To: Alan.Aronowitz@enron.com, John.Viverito@enron.com cc: Shinji.Toyohara@BAKERNET.com, Jeremy.Pitts@BAKERNET.com Subject: Enron Online 1. Products We confirm we do not consider it necessary for Enron to block Japanese users from dealing any of the products we understand are contemplated. 2. Customers Regarding the gambling issue, there is no problem in dealings with banks and insurance and securities companies because of the provisions in the relevant industry laws. With respect to other companies, there is a potential issue, the risk being less with companies of the type Enron has targeted in the First Wave of mailings, and greater if you respond to approaches from individuals or small companies. We suggest that Enron take a reasonably conservative approach and seek to minimize the risk by: - including in the contract representations of the type discussed - the credit check process being used to exclude individuals, smaller companies and any other organization which appears not to meet the legitimate business test - possibly including a risk disclosure statement in the documentation (we have not had the chance to confirm if it contains one already). 4. Commodities Exchange Law Noting that kerosene for example is a product traded on a Japanese commodities exchange, we reconfirm that we do not see any problem in the online proposal insofar as it does not use prices quoted on the Japanese market. From the facility viewpoint, we confirm our view that so long as Enron Japan does not become actively involved in the business, the proposal will not constitute a commodities facility in Japan. 5. Counter party risks Your credit or other control procedures will need to take account of: (a) whether the transactions fall into the counter-party's business purposes, in the case of counter-parties other than banks and insurance companies and securities companies. In this respect, non-companies and "statutory corporations" need to be dealt with particularly carefully. The Japanese legal position is somewhat complicated and we would be happy to advise you further. (b) the need for proper authorization and execution, particularly of the initial application or terms and conditions. © netting - the situation differs between counterparties who are financial institutions and those who are not. (d) foreign exchange - for non-banks, ex post facto reporting will be required, depending upon the size of the transaction. This obligation falls upon the customer, not Enron, and failure to report will not affect the validity of the transaction, but Enron should consider whether to inform customers of that this need may exist. 6. Other We suggest that you/we closely monitor any changes to the role of EJ/EJM or changes in the structure of the online transactions We look forward in due course to receiving your instructions to commencing preparations for the moving of some of the functions onshore. Regards ------------------------------------------------------------------------------ -- -------- This is an e-mail from Baker & McKenzie - Tokyo Aoyama Law Office (Qualified Joint Enterprise Offices). The contents of this e-mail may be privileged and confidential and are intended only for the use of the addressee. No one else may copy, forward, disclose or use all or any of it in any form. If you are not an intended recipient, please notify us immediately (by reply e-mail) and delete this e-mail from your system. Thank you
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