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Enron Mail |
Bob, thanks for looking into this for us (Ted and Suresh, I had asked Bob to
consider the various proposed relationships between DealBench and Envera from exchange and other legal perspectives given recent issues we have been considering on possible unrelated transactions involving somewhat similar issues). DealBench explicitly has declined to be involved in clearing/settlement through Envera of any transactions conducted on the DealBench site; the most DealBench will agree to do is make available hard copy of transaction information to Enron Global Markets (with Deal Manager's permission) and/or Deal Manager. As to volume discounts, they are being offered on a per Envera member (as opposed to aggregate Envera member) basis based upon site usage (see latest version of relevant provision attached). Thanks again for your help. Regards, NJD Nora J. Dobin Senior Counsel Enron Global Finance Enron Corp. 1400 Smith Street Houston, Texas 77002 713/345-7723 (phone) 713/853-9252 (fax) E-mail: nora.dobin@enron.com "Baird, Bob" <RBaird@velaw.com< 01/08/01 02:04 PM To: "Dobin, Nora (Enron)" <nora.dobin@enron.com< cc: "Harvey, Dean" <dharvey@velaw.com<, "Taylor, Mark (Enron)" <mark.taylor@enron.com< Subject: Envera I did look at the Envera documents, and I believe that they do not present any new or different issues for DealBench. I am assuming that the Envera members will be using the DealBench platform for physical delivedry transactions. The discounting and special rates are issues that I assume DealBench faces all the time, and I believe that there are no issues under the Robinson-Patman Act relating to that. Under the Robinson-Patman Act it is ok to give volume discounts if they are justifiable, and I assume they would be in this case in light of the other considerations. Also, Robinson-Patman only applies to "commodities" and the DealBench services that are being provided are most likely not commodities within the meaning of the Robinson-Patman Act. I have spoken briefly with Alison Smith (one of our antitrust lawyers) about this, and she is going to take a quick look at those issues to make sure nothing has happened recently in this area that would be of concern. It is my understanding that I was asked to look at this only from DealBench's standpoint. There are some EnronOnline issues and issues under the business opportunity agreement provisions. I have relayed comments on the latter to Phillips Nazro of our firm (who is working on the matter on Enron's behalf and asked me about them). I think that the EnronOnline issues ought to be obvious to Mark Taylor. Just in case, I am sending a copy of this to Mark, because I do think that Mark ought to focus on the words in Section 8.1 "if and to the extent that Enron can place a matching trade via Enron Online" Does that language mean that Enron will be performing a clearing function? If the answer is yes, there may be some questions that need to be answered under the Commodity Futures Modernization Act orf 2000, which I have not even attempted to answer. I assume Mark is aware of this, but just in case I'm sending him a copy of this message. Robert S. Baird Vinson & Elkins L.L.P. One American Center 600 Congress Austin, Texas 78701 Telephone: (512)495-8451 When calling from Houston (713)758-2414 Fax: (512)236-3210 Email: rbaird@velaw.com Home telephone (512)347-8066 Car phone: (512)627-8065 Home fax: (512)347-8065 Pager: 1-888-487-2651 ++++++CONFIDENTIALITY NOTICE+++++ The information in this email may be confidential and/or privileged. This email is intended to be reviewed by only the individual or organization named above. If you are not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any review, dissemination or copying of this email and its attachments, if any, or the information contained herein is prohibited. If you have received this email in error, please immediately notify the sender by return email and delete this email from your system. Thank You
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