Message-ID: <20397723.1075853244509.JavaMail.evans@thyme>
Date: Thu, 13 Jul 2000 14:19:00 -0700 (PDT)
From: showard@milbank.com
To: richard.b.sanders@enron.com
Subject: Busse Depo/Day #4
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Richard: 

Tom Hatch (Robbins, Kaplan), Robin Diem (Hirschmann), and Steve O'Donnell 
(Piper, Marbury) asked questions today.? None was as aggressive as, nor had 
the presence of, Kathy Patrick.? However, Tom Hatch is quite good and 
definitely to be taken seriously.? The other two made little impression.

A lot of the questions today focused on Thai graft and corruption, with the 
suggestion that Busse, Stickler, and others (implicitly Enron) knew that it 
was there and did not really do anything to try to stop it.

A number of questions resulted in the appearance (perhaps true) that the 
Managment Company never really functioned, certainly not effectively.? The 
argument was NOT that the Management Company did not have enough power, but 
rather that the Management Company effectively abdicated, leaving everything 
to Schultes.

All of this made me slightly nervous.? I wonder if the bondholders could 
argue that the members of the Management Company has a fiduciary duty to the 
bondholders during the months after the offering to exercise the power that 
they had to stop graft and improve operations.? If there were such a legal 
duty (and there may well not have been), then the facts would probably not be 
good for the Management Company members.

In fact, the way that the Managment Company LLC agreement was structured, all 
power was in the hands of a single individual manager--David Stickler--and 
the only power that the members had was to remove Stickler (which would have 
required unananimity between ECT Thailand and SDI).? Although the Managment 
Company had a few "meetings," it is not clear what this means or, legally, 
who met at all, as the management Company had no board or governing body 
other than the individual manager.

Other themes: 

??????? SDI was having trouble with its own DRI facility and really wanted 
access to information about NSM's DRI facility.

??????? Everyone knew that John Schultes had no minimill experience (and 
might be corrupt) and that the project would fail unless Nucor or SDI agreed 
to run it, which neither did.? Stickler kept picturing SDI as managing NSM, 
but SDI steadfastly declined the role.

We should finish tomorrow. 

Steve 

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