Environment

Practice Highlights. A selection of our deal highlights includes advising:

• Termoelectrica S.A., the largest Romanian heating power producer and a giant in the power industry (owning more than 10 heating power plants, with hundreds of employees and real estate assets), during the voluntary winding-up as the last stage of reorganization. Amongst the various parts of our mandate, our environmental team was particularly involved in assessing and addressing the environmental liability of the company and of its various high risk assets (thermal power plants and associated storage or operational sites); this has been done as part of the legal due diligence exercise and also as part of the regulatory compliance associated with the assets realization strategy, by keeping a close collaboration with the local environmental protection agencies and technical environmental experts.
• Petrofac Ltd., a leading international provider of facilities solutions to the oil & gas production and processing industry, in connection with the implementation of the production enhancement contract awarded by OMV Petrom for the re-development of nine mature oilfields in Romania. Legal work included assistance in various environmental matters ranging from regulatory advice to preparing and following up contracts for the environmental compliance associated with the production sites, transport facilities and other environmentally concerned activities of the company. Our mandate included assistance with respect to historical pollution events and risk/mitigation related to current activity, which required urgent response from our specialized attorneys.
• An affiliate of Nubiola, a specialized worldwide producer of inorganic pigments, member of Ferro Corporation group, in relation with the implementation of certain environmental measures, including the modernization of the waste water treatment facilities, pursuant to the requirements undertaken under the company’s integrated environmental authorization. The services provided included legal assistance in relation with analysing the compliance by the company with the applicable legal framework, representation in the relation with the competent environmental protection and water management authorities, as well as the drafting of various reports, letters and correspondence with the competent authorities.
• Sagacarbon S.A., a subsidiary of Caisse des Dépôts et Consignations France, in connection with the implementation of the first transactions in Romania under the European Union Emissions Trading Scheme concerning greenhouse gas emission allowances for 2008-2012. We advised on relevant national and EU legislation in connection with the EU-ETS trading scheme, providing legal opinions on the validity of transactions and the capacity of Romanian counterparts and participating as speakers in joint conferences on the implementation of the trading scheme and the mechanisms of the Kyoto Protocol in Romania.
• Transocean, the world’s largest offshore drilling contractor, in connection with the environmental issues related to its prospective drilling operations in the Romanian exclusive economic zone of the Black Sea.
• Enel (Italy’s largest power company), on all environmental legal matters related to the successful EUR 932,000,000 acquisition of three of the most important players in the distribution, electric power supply and energetic services sectors in Romania.
• A major Canadian mining group, in relation to the exploration and exploitation of a large mining site in Romania. We assisted the client through all the stages of the most extensive environmental impact assessment procedure ever conducted in Romania, as well as in all other matters related to environmental permitting and past pollution issues and compliance, including Romanian and EU standards and BATs.
• The Shah Deniz consortium, led by British Petroleum, with respect to the entire range of environmental matters pertaining to the development of the Nabucco west gas pipeline.
• The Ministry of Economy and Hidroelectrica (a leading State-owned energy producer), as part of an international consortium, in connection with the construction of Tarnița-Lăpuștești Hydropower Plant, with an installed capacity of 1,000 MW, and estimated to require an investment in excess of EUR 1.3 billion. Leading work included a comprehensive due diligence exercise on relevant environmental liability and permitting matters for the operation of the proposed hydroelectric pumped-storage greenfield project.
• CCCC Tianjin Dredging Co., Ltd., a subsidiary of China Communications Construction Company Limited (one of the largest construction companies in the People’s Republic of China), during the award organized by the National Administration “Romanian Waters” – Dobrogea Coast regarding the EUR 150 million project “Design and implementation of coastal protection works to reduce coastal erosion”. We advised on key environmental matters, including compliance issues regarding the procedures and steps to be followed in relation with the Romanian competent authorities at the local level (National Agency for Mineral Resources, Environmental Protection Agency, Ministry of Culture) in order to obtain the necessary permits for mining and environmental protection purposes, for the implementation of the project.
• Ben Ari Negev Industrial, in connection with the renewal of the environmental authorization for the exploitation area from the “Valea lui Aric Quarry – Drumul Iazului Valley – Tefic’s Hill” and obtaining a new environmental authorization for a wider exploitation area, considering the peculiarities of the protected natural areas part of the European ecological network “Natura 2000” and the lack of an agreed management and regulation plan for the site “Natura 2000” which overlaps with the location where the Quarry is. We advised on all the pre-authorization stages, including the preparation of the analysis and reports on the existence of habitats of community interest and of the priority habitats existing in protected natural areas. We also advised the Client in the relationship with the environmental authorities during the discussions on specific issues regarding regulatory compliance.
• Enel, during all the requisite procedures related to obtaining all the environmental permits required to implement the client’s wind power projects in Romania and other environmental issues related to the project. The process involved extensive environmental due diligence exercises, scheduling, implementation and risk management of the permitting process.

Other representative mandates of our Environment practice includes advising:

• Key Safety Systems, a global leader in the design, development and manufacturing of safety-critical automotive components and systems, in connection with the acquisition of KSS Holdings Inc. (“KSS”), together with its subsidiaries (indirect acquisition of Key Safety Systems Ro S.R.L.). Our legal work included an extensive due diligence exercise on relevant environmental liability and permitting matters for the operation of the Romanian facilities.
• Monsanto, a publicly traded American multinational agrochemical and agricultural biotechnology corporation, in relation to the major restructuring process of its Group subsidiaries. Our legal team advised the client, inter alia, in relation to an environmental due diligence report drafted in connection with the company’s Romanian subsidiary.
• The Ministry of Economy and Complexul Energetic Hunedoara, in relation to the share capital increase of Complexul Energetic Hunedoara, through the issuance of new shares and the sale of a 51% stake to a foreign investor. Our mandate also included the performance of a comprehensive due diligence in relation to the environmental liability of the company.
• Oz Minerals Limited, a leading Australia-based mining company specializing in copper, in connection with its bid for the privatization of Cuprumin S.A., an important company which holds the mining rights to the largest copper deposit in Romania. Legal work included performing an in-depth due diligence process in connection with the current environmental condition and the environmental compliance issues with particular focus on a full-range of permitting requirements in relation to the future operation of the company.
• Eolian Project, an investor in green energy projects, in connection with various environmental issues related to the development of several wind farm projects in Romania, including obtaining the environmental permits, providing legal advice with regard the acquisition of the wind turbines necessary for implementing the project, as well as day-to-day legal assistance.
• Electrolux Romania S.A., a subsidiary of AB Electrolux, the largest European household appliances producer, in connection with the environmental liabilities entailed by historical contamination.
• Halliburton, one of the world’s largest providers of products and services to the oil and gas industry, in connection with all environmental considerations involved by a contemplated acquisition of a division in a major Romanian oil company.
• Arcelor Mittal (former Mittal Steel), on all the environmental legal matters related to the acquisition of Mittal Steel Galați S.A. (former Sidex S.A.), the largest Romanian steel producer, well-known as the local State-owned company with one of the biggest past pollution liabilities; further advising on the environmental legal issues related to the acquisition of other Romanian steel producers, such as Siderurgica Hunedoara, Petrotub Roman, Tepro Iași and C.S. Reșița.
• Sometra, a Romanian metallurgic producer, part of Mytilineos Holdings, in connection with the company’s integrated environmental authorization and permitting requirements, as well as assessing the consequences and the environmental obligations arising from mandatory Romanian legislation.
• Occidental Oil and Gas Corporation (U.S.), one of the largest independent oil and gas producers in the world, in connection with its bid for the privatization of the National Oil Company Petrom S.A. (the largest oil company in Romania). We advised the client on all environmental legal matters arisen from the project (including permitting, EU regulation impact, past pollution coverage, third parties liabilities, etc.).
• Strabag A.G., a leading construction company active in all fields of the construction industry, in connection with soil contamination with volatile organic compounds, including performing a risk assessment considering the relevant Romanian and EU legal requirements.
• General Electric Corporation, in connection with their joint venture with Turbomecanica S.A. We advised the environmental specialists of G.E. in the extensive environmental due diligence performed on the relevant site and supervised the activity of the international environmental auditors appointed by the client to perform technical inspections on the site. We also assisted our client in the negotiation of past pollution liabilities and issuance of the necessary environmental permits.
• Brookfield Business Partners L.P., a major company belonging to Brookfield Asset Management Inc., operating in the economic and industrial sectors, in the process of acquiring USD 13.2 billion of 100% of Power Solutions (JCPS) owned by Johnson Controls, inter alia in relation to various regulatory issues and the need to obtain permits and licenses of operations necessary to carry out the activity at local level.
• GlaxoSmithKline, one of the world’s leading pharmaceutical producers, for an extensive environmental due diligence in connection with the acquisition of one of the largest private pharmaceutical groups of companies in Romania.
• Suez Lyonnayse Des Eaux (ONDEO), the largest France-based company for water distribution, for an extensive environmental due diligence in connection with the privatization of the Romanian Public Water Corporation.
• Transgold S.A., the operator of a gold facility production in Baia Mare, in connection with an extensive environmental due diligence and advice on various environment-related matters.
• Retained for the performance of an extensive environmental due diligence in connection with the privatization and private sale of Azochim S.A. Săvinești, Astra S.A. Ploiești and Sofert S.A. Bacău, three major State-owned companies specialized in chemical production.
• Falkor Romania S.R.L., a top company on the Romanian HVAC market, with reference to the legal analysis regarding (i) the classification of the equipment placed on the market by the company in relation to the provisions of GEO 5/2015 (previously, but also after 14.08.2018), respectively the determination of the winning chances in case of a dispute with the Environmental Guard; (ii) identifying the sanctions that could be applied to the Client from the GEO 5/2015 perspective and the related legislation, in case of a control of the Environmental Guard.
• Somipress Romania S.R.L., the local branch of Somigroup, having as main activity the under pressure casting of aluminum, as a result of the control carried out by the National Environmental Guard, the Satu Mare County Commissariat and the findings note issued by it, by which the company was obliged to demolish the deposits built by the company in the absence of an environmental permit. Our mandate involved the legal analysis of the situation applicable to the Client, possible solutions for the continuation of the authorization procedure or, as the case may be, of the procedure for entering legality, as well as of the possibilities of contesting the findings note in court.