Sara
Further to this can we look at the WTI-Brent spread trade and how this is 
handled.
i.e.
Who trades this?
What book does it sit in?
What legal entity is that book?

Thanks
Trena
---------------------- Forwarded by Trena McFarland/NA/Enron on 08/02/2001 
08:55 ---------------------------


Darren Maloney
06/02/2001 17:49
To: Trena McFarland/NA/Enron@Enron, Robert Bruce/NA/Enron@Enron, Sara 
Shackleton/HOU/ECT@ECT
cc: Sheila Glover/HOU/ECT@ECT, Nigel Majury/LON/ECT@ECT 

Subject: Softs//Remaining Legal Questions

Bob and Sara,

I think the additional questions that need to be addressed are as follows.  
Once we have your input on these issues, 
our only remaining legal issues will revolve around (1) setting up NY 
brokerage, (2) actually setting up the different 
legal entities and related service agreements, (3) EOL product descriptions 
and (4) revisions to template ISDA agreements.

Outstanding Issues:
1.  Are personnel involved in a regulated brokerage business able to market 
OTC derivative products to clients without
     regulatory conflict?  (Both US and UK)
2.  Are there any special consideration s in terms of corporate organization 
or operations that we must use in order not to 
     create conflict stemming from our OTC business as a regulated exchange 
member (both UK and US)?
3.  To avoid regulatory burdens on other aspects of Enron and the Softs 
business, in what corporate entity will the NY
      clearing business reside?
4.  For those counterparties looking to transact with ENA as principal, can 
we (1) provide parent guarantees for selected
     counterparties or (2) can we use ENA to take a trade via a back-to-back 
with ENA Softs, for example?
5.  In regards to service agreements, is there a threshold of activity that 
establishes a tax or regulatory presence over and
     above any service agreement (ie- compromises the organizational 
structure)?
6.  How would a Chinese Wall be structured between the brokerage and OTC 
businessses?  General market information
      will likely need to be shared and some sharing between client and 
non-EOL broker will occur.  Please lay out the 
      concept and structure behind this mechanism so that we can better 
understand this.

Please add comments as this is a checklist and likely not comprehensive.

Regards,
Darren
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