ENRON'S James V. Derrick
James V. Derrick, general counsel: Sold 230,660 shares
for $12.6 million.
JAMES V. DERRICK, JR.
Executive Vice President and General Counsel
James V. Derrick, Jr. was named executive vice president and general counsel of Enron in July 1999. Previously, Mr. Derrick had been senior vice president and general counsel since June 1991. Mr. Derrick is also a member of Enron's Management Committee.
Before joining Enron, Mr. Derrick had been in a private practice at Vinson & Elkins, one of the largest law firms in the country, since 1971.
Mr. Derrick received a bachelor's degree with honors in government in 1967 from the University of Texas at Austin. Mr. Derrick received a juris doctorate degree. with honors in 1970 from the University of Texas School of Law and was associate editor for the Texas Law Review. Mr. Derrick was adjunct professor of law at the University of Texas School of Law, Austin, Texas from 1984 to 1990
[PDF]6B Report for EcoElectrica LP
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... Raul A. Perez Directors - James V. Iaco, Jr. Mark Irwin David L. Haug James V. Derrick,
Jr. CPUC Contact: James A. Kelly, 626-302-2284 Intended Function: Owns ...
UT dean's Enron ties questioned
Law school official chairs panel that is auditing same company that has contributed millions to the university.
By JANET ELLIOTT
Copyright 2001 Houston Chronicle Austin Bureau
AUSTIN -- When University of Texas Law School Dean William Powers Jr. was named to Enron's board of directors Oct. 31, it was a move designed to boost the beleaguered company's credibility.
Enron made the announcement the same day it reported that the Securities and Exchange Commission had opened a formal investigation into questionable financial transactions, including partnerships used to hide losses. Powers was named chairman of a special committee to do an internal investigation and respond to the SEC.
The committee was given power to take disciplinary action against any Enron employee, officer or director determined to have improperly participated in the transactions.
"We had a need to have an independent board member chair this special committee," company spokeswoman Karen Denne said at the time.
But some ethics experts now are criticizing Powers' independence given the law school's close ties with top Enron officials, including General Counsel James V. Derrick Jr.
Derrick has served in key fund-raising positions for the law school. And Enron also has made donations to the law school as well as to the business school.
Charles Elson, director of the Center for Corporate Governance at the University of Delaware, said Powers should have been advised not to join the board because of the connections between UT and Enron.
"It doesn't look good," said Elson, a former professor of corporate law. "A board member doesn't want to be accused of having a connection with management."
Elson said directors are supposed to be independent enough to look out for shareholders. Other than owning stock and accepting a small salary, directors should be free of substantial financial ties to the corporation.
Elson, a former law professor, said he can understand why Enron wanted Powers as a director.
"A law school dean is someone with perceived integrity, objectivity and intelligence. He would add weight to their defense efforts," said Elson.
Powers' office referred all calls to Enron.
Denne said Enron's board of directors considered the relationship between the company and the university.
"The board believed that Dean Powers' qualifications, independence and stellar reputation outweighed any prior relationship that Enron has had with the university," she said.
Since Powers joined the board, Enron has collapsed into bankruptcy and laid off more than 4,500 employees. And Powers is not the only UT insider whose independence has been questioned.
John Mendelsohn is president of the UT M.D. Anderson Cancer Center and a member of Enron's audit committee. M.D. Anderson has received almost $600,000 in donations from Enron and its CEO, Kenneth Lay.
Another member of the audit committee is Wendy Gramm, the wife of Sen. Phil Gramm, R-Texas. Wendy Gramm is the director of the Mercatus Center at George Mason University, which has received $50,000 in Enron contributions over five years. Scholars with the center comment on environmental and other government regulations.
In May 1998, Enron donated $250,000 to fund a special faculty position in international law at UT. Over the past five years, Enron also has donated $3.5 million to UT's business school.
Enron paid its final installment of $50,000 for the Enron Fund for the Study of Comparative and International Law on Jan. 31.
Powers added a handwritten note on a Feb. 21 letter to Derrick acknowledging the contribution. "Thank you for all you do for us!" Powers wrote.
Derrick was a trustee of the Law School Foundation until he resigned concurrently with Powers' appointment to the Enron board. Denne said Derrick resigned to ensure there was no perceived conflict with Powers' new role.
Juan Zabala, executive director of the Law School Foundation, said trustees work to secure major donations for the law school and also manage its $70 million endowment fund.
In addition, Derrick is the immediate past president of the executive committee of the law school's alumni association. The association conducts annual fund-raising drives for the law school.
In the first eight months of this year, Derrick sold 160,000 shares of Enron stock for $6.8 million. He has been named in shareholder lawsuits alleging he and other Enron officials knew the value of the company's stock was overinflated and would eventually fall but did not share that information publicly with other shareholders.
Powers also has been named to a second Enron board committee that is investigating shareholder litigation. That assignment raises the possibility of another conflict, as the state is expected to have at least $70 million in claims against Enron.
The Texas Attorney General's Office is considering whether the state should file a lawsuit or join one of the dozens of class-action lawsuits that have been filed against Enron.
The Teachers Retirement System has lost around $50 million and the Employees Retirement System has reported losing more than $20 million in Enron investments.
Jeff Boyd, deputy attorney general for litigation, said he has met with a New York lawyer who is representing Enron shareholders but that no decision has been made to hire outside counsel. Boyd said that even if the state pension funds don't file a lawsuit, they could still recoup losses from other successful shareholder lawsuits.
Cris Feldman, an attorney with Texans for Public Justice, which tracks corporate power and money in Texas politics, said Powers may have to vote on matters adverse to the state's interest.
"That would seem to be a conflict of interest for a public employee," said Feldman.
Patricia Ohlendorf, UT-Austin vice president for legal affairs, said she hasn't discussed any potential conflicts with Powers.
"If he found himself in a position in which he thought there might be a conflict, I'm sure he would handle it in the appropriate manner," said Ohlendorf.
FERC to focus on Enron's role in Calif. energy crisis
Bush appointed 2 Lay choices to commission
By PATTY REINERT
Copyright 2002 Houston Chronicle Washington Bureau
WASHINGTON -- Federal energy regulators Thursday launched an investigation into whether Houston's embattled Enron Corp. helped prolong last year's electricity crisis in California by unfairly manipulating wholesale power prices.
The Texas Union Alumni Connection
Life Member: James V. Derrick, '67, Houston
The University of Texas-School of Law
Alumni Association Executive Committee 2001-2002
James V. Derrick, Jr.
The Center for American and International Law is fortunate to have been led throughout its existence by many outstanding attorneys, judges, law professors and law enforcement officials who have contributed their time and talents as members of The Center's many boards and committees
James V. Derrick, Jr.
Executive Vice President & General Counsel
[while the people on life support and emergency needs of electricity in California DIED in the blackouts in the summer of 2001...ENRON's executives gave enourmous contributions to such things as Hobby Organizations.....]
[PDF]May 12, 2000 ADVICE 1452-E (U 338-E) PUBLIC UTILITIES ...
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... ADVICE 1452-E (U 338-E) - 3 - May 12, 2000 James V. Derrick, Jr. Director Contact
for CPUC: James A. Kelly, (626) 302-2284 Intended Function: Owns and operates ...
(page was removed got it in Google cache)
Page 1 Donald A. Fellows, Jr. Manager of Revenue and Tariffs P.O. Box 800 2244 Walnut Grove Ave. Rosemead, California 91770 (626) 302-8175 Fax (626) 302-4829 May 12, 2000 ADVICE 1452-E (U 338-E) PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA ENERGY DIVISION SUBJECT: Implementation of Affiliate Transaction Rules With Respect to Four Recently-Created Affiliates In accordance with Decision No. 97-12-088 (D.97-12-088), Appendix A, Rule VI.B, adopted December 16, 1997, Southern California Edison Company (SCE) hereby submits this notice regarding implementation of the California Public Utilities Commission's (Commission) Affiliate Transaction Rules for four recently-created affiliates: Italian Vento Power Corporation 4 S.r.l. (Italian Vento), EcoElectrica L.P. (EcoElectrica), ISAB Energy s.r.l. (ISAB Energy), and CPC Cogeneration LLC (CPC Cogen). PURPOSE This advice filing demonstrates how SCE will implement the Commission's Affiliate Transaction Rules, adopted in D.97-12-088 and modified by D.98-08-035 and D.99-09-002 (Rules), for four recently-created affiliates addressed by the Rules. This advice filing is made in compliance with Rule VI.B. BACKGROUND D.97-12-088 adopted rules governing the relationship between California's natural gas local distribution companies and electric utilities and certain of their affiliates. For purposes of an electric utility, the rules apply to all utility transactions with affiliates engaging in the provision of a product that uses electricity or services that relate to the use of electricity, unless otherwise exempted by the rules. ADVICE 1452-E (U 338-E) - 2 - May 12, 2000 Rule VI.B pertains to compliance plans for new affiliates subject to the Rules: "Upon the creation of a new affiliate which is addressed by these Rules, the utility shall immediately notify the Commission of the creation of the new affiliate, as well as posting notice on its electronic bulletin board. No later than 60 days after the creation of this affiliate, the utility shall file an advice letter with the Energy Division of the Commission, served on the parties to this proceeding. The advice letter shall demonstrate how the utility will implement these Rules with respect to the new affiliate." Italian Vento, EcoElectrica, ISAB Energy, and CPC Cogen are indirect subsidiaries of Edison Mission Energy, a "Class A" affiliate (i.e., subject to the Rules). These new affiliates will also be considered Class A affiliates of SCE, because they are engaged in the provision of products that use electricity or services that relate to the use of electricity as described below. As required, SCE has notified the Commission and posted notice of the creation of these new affiliates on SCE's affiliate transaction website (http://www.sceaffiliatebb.com/notice.htm). Resolution E-3539 specified that the following information be provided upon the creation of a new affiliate: New Affiliate Name: Italian Vento Power Corporation 4 S.r.l. Date this affiliate was created: March 15, 2000 Headquarters: via Circumcallazione 83100 Avellino, Italy Primary Officers (Directors): Marco Ferrando, Clive Warden (EME representatives) James Houston, (partners representative) Brain Caffyn, (partners representative) Oreste Vigorito (partners representative) Contact for CPUC: James A. Kelly, (626) 302-2284 Intended Function: To build, own and operate wind power plants in Italy for the purpose of selling electricity at a profit. New Affiliate Name: EcoElectrica L.P. Date this affiliate was created: March 21, 2000 Headquarters: Plaza Scotiabank 273 Ponce de Leon Avenue, Suite 902, Hato Rey, Puerto Rico 00918 Primary Officers: Raul A. Perez President James V. Iaco, Jr. Director Mark Irwin Director David L. Haug Director ADVICE 1452-E (U 338-E) - 3 - May 12, 2000 James V. Derrick, Jr. Director Contact for CPUC: James A. Kelly, (626) 302-2284 Intended Function: Owns and operates various energy producing facilities in Puerto Rico. New Affiliate Name: ISAB Energy s.r.l. Date this affiliate was created: April 18, 2000 Headquarters: Corso Gelone No. 103 Siracusa, Sicily, Italy Primary Officers (Directors): D. D'Arpizio S. Daniel Melita M. Ferrando P. Nebuloni F. Bifulco Contact for CPUC: James A. Kelly, (626) 302-2284 Intended Function: Owns and operates an integrated gasification and combined cycle power plant in Italy. New Affiliate Name: CPC Cogeneration LLC Date this affiliate was created: April 27, 2000 Headquarters: Corporation Trust Center 1209 Orange Street Wilmington, DE Primary Officers: Michael P. Hoffman President Graham T. Grant Vice President Philip R. Herrington Vice President Paul Multari Vice President Patrick L. King Vice President Daniel B. Pinkert Vice President Eileen A. Kamerick Vice President & Chief Financial Officer James G. Nemeth Vice President & General Tax Officer Thomas A. Lu Vice President & Assistant Treasurer Debra A. Plumb Secretary Debra A. Dowling Assistant Secretary Barbara M. Bartoletti Assistant Secretary Suzanne R. Hull Assistant Secretary James Wong, Jr. Assistant Secretary Robert D. Novaria Treasurer Laura P. Peterson Assistant Treasurer Denise L. Ramos Assistant Treasurer Marie L. Lukas Assistant Treasurer Dale P. Shrallow Tax Officer ADVICE 1452-E (U 338-E) - 4 - May 12, 2000 Contact for CPUC: James A. Kelly, (626) 302-2284 Intended Function: Slated to purchase power from the Watson Cogeneration project at market rate and sell to ARCO for a fixed rate, thereby supplying electrical energy and/or energy related products. Affiliate Transaction Rule VI.A required SCE to file a compliance plan for its then- existing affiliates. SCE filed a Preliminary Affiliate Transactions Compliance Plan (Advice 1278-E) on December 31, 1997, and a Supplemental Compliance Plan (Advice 1278-E-A) on January 30, 1998. On September 17, 1998, in Resolution E-3539, the Commission rejected portions of Advice 1278-E-A. On October 16, 1998, SCE filed Advice 1278-E-B, its Revised Affiliate Transactions Compliance Plan (RCP), which superseded Advice 1278-E-A in its entirety. On February 5, 1999, SCE filed Advice 1278-E-C, its Amended Revised Compliance Plan (ARCP), updating its compliance statements with regard to Rule V.F.1. On November 12, 1999, SCE filed Advice 1278-E-D, its Updated Compliance Plan (UCP), regarding various Affiliate Transaction Rules, and superseding Advice 1278-E-C. On May 9, 2000, SCE filed Advice 1278-E-E, its Amended Compliance Plan (ACP), which included several additional updates. The Commission has not yet issued a determination regarding Advice 1278-E-B, 1278-E-D, or 1278-E-E. Pursuant to Rule VI.A, these advice letters are the current documents guiding SCE's compliance with the affiliate transaction rules. No unusual or unique circumstances exist that would require affiliate transaction rule implementation measures for Italian Vento, EcoElectrica, ISAB Energy, and CPC Cogen that differ from those already identified for other affiliates. Therefore, SCE will apply the provisions of Advice 1278-E-B, Advice 1278-E-D, and Advice 1278-E-E to all transactions with these new affiliates. If the Commission modifies or requires amendment of SCE's RCP, UCP and/or ACP, SCE will apply all such changes or the provisions of such amended plans to these new affiliates. SCE acknowledges that, in regard to Italian Vento, EcoElectrica, ISAB Energy, and CPC Cogen, the rules and policies regarding nondiscrimination, disclosure of information, separation of systems, and transfer pricing are particularly significant. Although all of the affiliate transaction rules apply to SCE's transactions with Italian Vento, EcoElectrica, ISAB Energy, and CPC Cogen, SCE notes in particular the compliance measures discussed in SCE's RCP, UCP, and ACP for Rules III.B, III.E, IV.A, IV.B, IV.D, IV.F, V.C, V.D, V.E, V.F, V.G and V.H in regard to these new affiliates. The volume and nature of transactions between SCE and Italian Vento, EcoElectrica, ISAB Energy, and CPC Cogen, if any, cannot be predicted with certainty. If such transactions occur, they will be subject to the mechanisms and procedures identified in SCE's prevailing compliance plans, for the relevant Rules noted above. ADVICE 1452-E (U 338-E) - 5 - May 12, 2000 Italian Vento, EcoElectrica, ISAB Energy, and CPC Cogen will determine their staffing needs independently of SCE. If Italian Vento, EcoElectrica, ISAB Energy, or CPC Cogen should employ any individuals currently employed by SCE, the provisions of Rule V.G will be followed in full. No cost information is required for this advice filing. This advice filing will not increase or decrease any rate or charge, cause the withdrawal of service, or conflict with any schedule or rules. EFFECTIVE DATE This advice filing is made in compliance with D.97-12-088 and will become effective on the 40th calendar day after the date filed, which is June 21, 2000. NOTICE Anyone wishing to protest this advice filing may do so by sending a letter which must be received by SCE no later than 20 days after the date of this advice filing. Protests should be mailed to: IMC Program Manager Energy Division California Public Utilities Commission 505 Van Ness Avenue, Room 4002 San Francisco, CA 94102 Facsimile: (415) 703-2200 Copies should also be mailed to the attention of the Director, Energy Division, Room 4004 (same address as above). In addition, protests and all other correspondence regarding this advice letter should also be sent by letter and transmitted via facsimile to the attention of: Donald A. Fellows Manager of Revenue and Tariffs Southern California Edison Company 2244 Walnut Grove Avenue, Rm. 303 Rosemead, California 91770 Facsimile (626) 302-4829 Bruce Foster Vice President of Regulatory Operations Southern California Edison Company 601 Van Ness Avenue, Suite 2040 San Francisco, California 94102 Facsimile (415) 673-1116 ADVICE 1452-E (U 338-E) - 6 - May 12, 2000 There are no restrictions on who may file a protest, but the protest shall set forth specifically the grounds upon which it is based and shall be submitted expeditiously. In compliance with General Order No. 96-A, copies of this advice filing are being furnished to the attached service list, including Interested Parties in the OIR 97-04-011/OII 97-04-012. Address change requests to the attached GO 96-A Service List should be directed to Emelyn Lawler at (626) 302-3985. Further, in accordance with Public Utilities Code Section 491, notice to the public is hereby given by filing and keeping the advice filing open for public inspection at SCE's corporate headquarters. Southern California Edison Company Donald A. Fellows, Jr. DAF:mac/eml:1452e.doc