Privileged and Confidential
This email contains legal advice

Hoyt and Melissa,

I am assuming that we are discussing contract personnel who provide some sort 
of services for MG/RW.  It looks like there may be some key personnel we want 
to employ, but that there are many whom we don't want to hire.   I am not 
really familiar with the specific facts here.

The question of a joint employer arises when a company treats its contract 
personnel like its own -- by setting compensation, controlling their 
activities, engaging in promotion/discipline/termination, etc. decisions, and 
other ways in which an employer treats its own employees.  So, if the plan is 
to have workers doing the same thing, with one as a contractor, and one as an 
employee, there could be some issues, particularly if they share a 
supervisor.  Unfortunately, that often is the case with contract personnel.

If there are distinctions among the various responsibilities of these workers 
-- and like workers are treated similarly -- the risk may be reduced.    It 
is cleanest, however, to use all of these workers through the contracting 
agency for a while (assume we don't want to hire them all, which is the other 
alternative).  Then, the company may want to make selected offers to people 
who may be in a managerial role or have some other distinction from the bulk 
of the contract workers.

I would like additional information on this situation before reaching a 
definitive conclusion.  So, let's try to discuss it.  I am booked until about 
11 this morning, but am available after that.

Michelle





Hoyt Thomas@ENRON
08/08/2000 04:21 PM
To: Michelle Cash/HOU/ECT@ECT
cc: Melissa Laing/LON/ECT@ECT 
Subject: Priviliged and Confidential communication to my attorney Re: Henry 
Bath LA

Michelle, I guess emails will get to you sooner if I remember to add you to 
the addressee list!  Sorry.

Hoyt
---------------------- Forwarded by Hoyt Thomas/NA/Enron on 08/08/2000 04:20 
PM ---------------------------


Hoyt Thomas
08/08/2000 02:01 PM
To: Melissa Laing/LON/ECT@ECT
cc:  

Subject: Priviliged and Confidential communication to my attorney Re: Henry 
Bath LA  

Melissa, my concern is that we may get hit with what is called a 
"co-employment suit" in the US.  This is where an agency employee claims that 
he/she was treated like an employee, therefore he/she should get employee 
benefits (vs. benefits from the agency company, which are probably weak).  
Since we did a share purchase of MG, if the agency employees filed a suit 
against MG claiming that they are really employees, I think that we would 
have to defend it.

I am not an attorney, but I am going to send this to Michelle Cash, who can 
advise us on the position we should take.  I would think that if we single 
out certain employees to become Enron employees and the remainder stay as 
agency employees, this would enhance the legal position of the agency 
employees (versus everyone staying as an agency employee).  Michelle, can you 
help us with this one?  Thanks.

Melissa, I also think we should minimize distribution on this discussion . . 
. 


   
	Enron Europe
	
	From:  Melissa Laing @ ECT                           08/08/2000 10:57 AM
	

To: Hoyt Thomas/NA/Enron@Enron
cc: Jeanie Slone/LON/ECT@ECT, Melanie Doyle/LON/ECT@ECT 

Subject: Henry Bath LA

Hi Hoyt,

I have today spoken to Ed Dablin regarding Henry Bath LA.  We discussed how 
the employees seem to feel that they are Enron employees, although they are 
infact agency workers.  Ed confirmed that Martha and half a dozen other 
employees quite clearly should become Enron employees and should get 
applicable benefits.

The other employees (who are mainly manual employees) he does not feel should 
become Enron employees and should remain as agency staff.

He realises that the original granting of Share Options has slightly "muddied 
the water" with regard to whether these employees are employees of Enron or 
the agency.  He was not involved with the original decision to grant these 
employees Share Options.

We discussed the issues (in broad terms, as I could not remember all of the 
specific issues) and he is aware that making a limited number of individuals 
Enron employees, whilst the others remain agency workers, is not an easy 
thing to do.  

However, this is his ideal scenario.  How viable is it that we can do this 
for him?

He also made the point that Martha is the most senior executive in Henry Bath 
Inc. and is one of his most valuable employees.

Regards

Melissa