Environment
Our practice is focused on designing and deploying commercially sound and “ready to roll” legal strategies that prevent or mitigate our clients’ exposure to increasingly stringent environmental law matters.
We have the skills and resources to deal with concrete concerns that may be set out by regulations and policies related to compliance and operational risks faced during both regular business and as part of transactional projects.
We guide the full spectrum of commercial entities on numerous aspects, including:
- environmental matters in the context of merger, acquisition and privatization projects
- environmental permitting and compliance
- participation of the public in the decision-making process
- general waste management regulations and special regulations on various types of waste
- environmental liability, including for nuclear incidents, contaminated sites or historical pollution
- pollution remediation strategies
- emission trading
- water-related regulations
- the framework of natural protected areas
- sanitary, veterinary and food safety matters
A quick response to potential or materialized environmental incidents is the norm for our practice. We combine it with an instrumental management of our clients’ communications with the relevant authorities to prevent or mitigate legal and financial exposure and consequences.
We team up with our firm’s litigation team for an integrated representation of clients in cases involving complex environmental issues, such as:
- the legality of environmental and related permits
- the role of non-governmental organizations in the environmental permitting decision-making process
- the application of penalties under the Emission Trading Scheme framework
- challenges to administrative sanctions imposed by the Environmental Guard, sanitary-veterinary and food safety or water authorities
- challenges of amounts imposed by the Environmental Fund Administration for taxes and contributions owed to the Environmental Fund
Compliance Assessment
Assessment of the compliance with environmental regulations, as part of commercial transactions or as part of internal compliance reviews, originates from the increased concerns of our clients and represents an area with which we are increasingly involved. Furthermore, based on findings, we identify, recommend, and assist in the implementation of measures to address the compliance risks and vulnerabilities.
On the transactional side, which includes reorganizations, spin-offs, and assets sale or acquisition transactions, we rely on the findings of our assessment on environmental compliance to draft the environmental indemnity provisions and side agreements that facilitate a successful closing of a deal, while also putting in place a foundation for sustainable legal risk management and compliance.
Examples of our work in this area — especially in the mergers and acquisitions context — include assistance to:
- a major American car manufacturer, concerning various environmental matters in the 2008 privatization of a Romanian car manufacturing plant, including drafting appropriate language in the privatization agreement and assisting in the implementation of environmental formalities related to the privatization before and after closing
- the leading oil company in Romania, in assessing the implications of environmental and historic pollution in the 2008 acquisition of the oil business of another Romanian oil company
- a major international oil field services company, in assessing environmental matters in the acquisition of the majority stakes in two significant Romanian companies in the oil services sector
- a world leading French cement, aggregates and concrete manufacturer, in connection with a restructuring operation that reshaped the global building materials market and had as final goal the cross-border merger between two giants active in the building materials industry
- a private equity firm specialized in food and agribusiness investments, in assessing environmental and other regulatory matters relevant for agribusiness in the acquisition of the Romanian subsidiaries of a large European group of agricultural companies
- a worldwide investment fund, in assessing environmental, sanitary veterinary, food safety and other farming-specific regulatory matters in relation to the acquisition of an important group farming arable land in the southern part of Romania
- the national gas company, for whom we conducted a compliance assessment as part of our advice to an Austrian investment company assisting with an initial public offering of ordinary shares, representing 10% of the stake in the gas company
- the Romanian electricity transportation company, for whom we conducted an assessment as part of the due diligence process and revised the environmental-related sections in the prospectus for the company’s 2012 successful secondary public offering on the Bucharest Stock Exchange
- an international mining company, for whom we conducted assessments of several state-owned mining companies, including assessment on environmental and water management permits and authorizations for tailing ponds designated for closure and concerning liability for historical pollution, as part of the due diligence analyses for potential acquisitions
We also participate in due diligence analyses of the environmental issues of power generation projects, particularly renewable energy facilities, and subsequently in preparing and negotiating the transaction documents.
Permitting
We guide our clients throughout the entire permitting process, especially during the construction and commissioning phases. During the process, we represent our clients before the regulatory authorities to arrive at the best permitting approach.
Clients turn to us for assistance on integrated pollution prevention and control (IPPC), environmental, water management and other permits required for projects, such as power generation plants and manufacturing facilities.
Examples of our work in permitting include assistance to:
- a Chinese owned group of companies in the pork processed foods industry, concerning a wide range of permitting issues, procedures, and obligations arising from their development and operation of intensive hog farms
- a leading manufacturer of wood-based products, concerning permitting issues related to its greenfield project for the development of a wood board manufacturing and an adhesives plant in Romania
- a French multinational manufacturer of construction materials, concerning the maximum atmospheric emission limits for one of its manufacturing facilities
- a Dutch-lead consortium, in drafting a standard operating procedure on the permitting decision-making process for flood prevention and remediation projects in the Danube River basin, to be submitted for consideration and adoption with the Ministry of Environment
- an American paper company, an affiliate of the largest private company in the world, on permitting issues related to its Romanian manufacturing of paper and cardboard household and sanitary goods
- a major international non-governmental organization, concerning permitting requirements for projects for the ecological reconstruction of the Danube flood plain
- implementation of environmental, natural protected areas and forestry permitting requirements for the construction and operation of the Nabucco International Gas Pipeline project
Waste Management
Examples of our work in the waste management field include assistance to:
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a major organization taking back obligations in the waste electrical and electronic equipment (WEEE) field for a large domestic association of electrical and electronic equipment producers for WEEE management, in connection with the entire legislative process of transposition of Directive 2012/19/EU on waste electrical and electronic equipment in Romania
- the first association specialized in taking over responsibility of lighting equipment producers to comply with the WEEE legislation, which we assisted in submitting comments to the Ministry of Environment about draft legislation and for which we reviewed agreements concluded with various lighting equipment producers transferring WEEE-related responsibilities
- a leading mobile phone manufacturer, concerning obligations for WEEE and waste batteries and accumulators manufactured in Romania, and communication with the National Environmental Protection Agency on our client’s behalf
- a local shipyard subsidiary of a leading international shipbuilding group, in connection with hazardous waste shipment environmental issues and formalities, as well as with contractual matters related to liability for managing waste (including hazardous waste) as part of ship repair works
- an international bio-energy producer, about the regulations governing waste incinerators, with or without output of energy and heat
- a Chinese owned pork processed foods company, on waste management regulations on the incineration of waste from our client’s hog farms, and on the specific rules governing reuse or recycling of hog manure, rendered fats, and other waste products
- a leading German car manufacturer, on end-of-life vehicle regulations and preparation of a framework agreement to ensure compliance for vehicles sold through our client’s distributors
- an international retail operator, concerning a waste collection project, including liaising with environmental authorities on the client’s behalf
Climate Change and Emission Trading
The rules applicable to installations covered by the Emission Trading Scheme (ETS) and to Joint Implementation projects and Clean Development Mechanisms under the Kyoto Protocol, as well as the rules and conditions applicable to trading of units or allowances issued in accordance with the ETS and the Kyoto Protocol regulations are major aspects on which clients ask for our educated advice.
Examples of our work in this field include assistance to:
- a major emission allowances trading intermediary, about the Romanian registration requirements and the implications of a National Securities Commission ruling qualifying greenhouse gas emission allowances as transferable securities
- a strategic investor in waste-to-energy projects to be operated in Romania, on the rules applicable to the Emission Trading Scheme, including rules for new entrants, and the rules and mechanisms under the Kyoto Protocol governing the trading of emission allowances
- the leading European carbon instruments trader, in the acquisition of certified emission reductions (CER) and emission reduction units (ERU) allowances from the Romanian state-owned companies over the Romanian Commodity Exchange, including review of the sale-purchase and escrow agreements
- the leading network of regulated exchanges and clearinghouses for financial and commodity markets, on the legal consequences under Romanian law for good-faith acquirers of stolen emission allowances
Environmental Liability and Historic Pollution
Our team is well versed in advising on environmental liability rules and helping clients identify and assess the potential implications arising from carrying out activities at facilities affected by historic pollution. We regularly draft and negotiate environmental liability arrangements with public and private entities, and assist clients in managing claims for environmental damages.
Our services include prompt and effective responses to environmental incidents, and at the same time are aimed to build a sustainable, long-term compliance relationship with environmental regulators, especially with respect to reporting, containment, and remediation.
Examples of our work in the historic pollution area include our assistance to:
- a Swiss security solutions company, concerning operations by a Romanian subsidiary in a leased site that might contain historic pollution, and producing a protocol documenting the parties’ environmental obligations with respect to the historic pollution
- a Swiss robotics company, which we advised on nuclear liability regulations, and for which we prepared appropriate language on nuclear liability for the agreements between our client and a Romanian nuclear energy generator
- an American generic pharmaceutical producer, for which we assessed the legal implications of historic pollution and proposed remediation plans in the context of our client’s acquisition of a leading local pharmaceutical producer
- a leading North American vehicle manufacturer and its European subsidiary, in the assessment of the implications related to the operations of a Romanian subsidiary, in a leased site, which might contain historic pollution
- an Indian company, which we advised on environmental and employment requirements related to asbestos contamination
- an American electronics company, in regulating environmental liability and indemnification for historic pollution matters in the contractual arrangements for a real estate concession for a greenfield industrial project
- a leading international oil&gas group, concerning environmental liability in offshore oil exploration and exploitation activities
Environmental Controls and Training
We provide all necessary support and assistance in connection with controls carried out by the environmental regulators, such as the Environmental Guard, the National Sanitary-Veterinary and Food Safety Authority or the Romanian Waters National Administration. We evaluate the implications of the control reports issued by the authorities and assist clients in assessing and implementing the actions required to achieve compliance and challenge inappropriate sanctions.
We act as an integrated unit together with our firm’s tax team to support clients in connection with controls carried out by the Environmental Fund Administration and with challenging the amounts imposed by this authority for taxes and contributions owed to the Environmental Fund.
Committed to preventive actions, we deliver training sessions on environmental dawn raids and the management of environmental incidents.
Selections of our representations include:
- a leading car manufacturer, during various controls carried out by the environmental and water management authorities in connection with the functioning of its manufacturing facilities, its monitoring and its remediation projects, as well as in connection with an alleged exposure of employees to radiation above the allowed thresholds while carrying out car factory rehabilitation works and the related sanitary authority and nuclear regulatory authority controls
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a leading Austrian wood products manufacturer, in managing a joint control from the National Environmental Guard and a local environmental protection agency in respect to its compliance with formaldehyde emission limits for its adhesives plant and in challenging the measures imposed by the authorities further to this control
- a major pharmaceutical producer, with assistance in preparing for a control of the Environmental Fund Administration regarding the environmental contributions related to the packaging placed on the market, including analysis of qualification of various materials as packaging, assessment of exposure and identifying mitigation actions for the risks revealed
- a leading manufacturer of wood-based products and a leading international agricultural company, in their challenges to decisions issued by environmental authorities, as well as the related fiscal obligations with respect to the surrender of emission allowances to the national emission allowances under the National Allocation Plan for the period 2008-2012
- a leading manufacturer of wood-based products, in court proceedings arising from a challenge by a non-governmental organization to the environmental and construction regulatory actions concerning the construction of a wood board manufacturing plant
- a Romanian pipes and tubes manufacturer, in challenging various control minutes issued by the territorial units of the National Environmental Guard for our client’s alleged failure to comply with waste management regulations and permit obligations
- a major mining company in Romania, in the successful challenge of the claim initiated by the Government against the environmental approval of a gold mining project
- a major German retailer, in connection with managing the outcome of controls carried out by various authorities, including environmental, consumer protection, sanitary and sanitary-veterinary authorities, as well as challenging measures imposed during such controls
- a leading international oil&gas group, concerning environmental liability in offshore oil exploration and exploitation activities
- the largest hog rearing company, on matters related to environmental implications of the 2007 outbreak of infectious diseases in three of the client’s farms, as well as in relation to the suspicions of infectious diseases in 2010, including managing the relationship with all authorities competent in such situations (environmental, sanitary-veterinary, local public administration authorities, etc.)
Dispute Resolution
We approach environmental and administrative cases with a tailored line-up of environmental, litigation and tax capabilities, assembling the most appropriate teams of lawyers and consultants having the required mix of skills and expertise for any specific engagement.
Examples of our work in environmental dispute resolution include representation of:
- a Romanian pipes and tubes manufacturer, in challenging various control minutes issued by the territorial units of the National Environmental Guard for our client’s alleged failure to comply with waste management regulations and permitting obligations
- a leading European electronic and household producer and retailer and a major organization for taking over the responsibility for meeting the recovery quotas in the packaging waste field, in challenging multimillion Euro penalties imposed by the Environmental Fund Administration
- a major mining company in Romania, in the successful challenge of the claim initiated by the Government against the environmental approval of a gold mining project
- a real estate developer, in the litigation brought by a non-governmental organization for the annulment of the environmental permit promoted by our client for the construction of a residential complex partly located in a Natura 2000 site
- a leading manufacturer of wood-based products and a leading international agricultural company, in their challenges to decisions issued by environmental authorities, as well as to the related fiscal obligations with respect to the surrender of emission allowances to the national emission allowances registry
- a leading manufacturer of wood-based products, in court proceedings arising from a challenge by a non-governmental organization to the environmental and construction regulatory actions concerning the construction of a wood board manufacturing plant
- one of the major French cement manufacturers, in a litigation related to allocation of emission allowances under the National Allocation Plan for the period 2008-2012
- a Romanian ceramic wall and floor surfaces producer, in its challenge to a fine and seizure sanction issued by a territorial unit of the Financial Guard, arising from an emission allowances transaction
- a large real estate developer whom we defended in court against challenges brought by the local council and mayor to the strategic environmental assessment procedure and zoning issues in our client’s plan to develop a business complex and leisure facility
Protected Natural Areas
Operating in or near protected natural areas may trigger intricate issues; thus and in order to avoid business disruptions and risks, we advise clients on specific legislative requirements and potential limitations on their activities.
For example, we have assisted:
- an international mining company, concerning the effects of the designation of protected areas on it mining activities
- a Chinese owned pork processed foods company, concerning the regulation of intensive hog-raising operations in a natural protected area belonging to the Natura 2000 network, as part of our review of the draft IPPC permit issued for the client’s hog farm
- a major international non-governmental organization, concerning permitting requirements for projects for the ecological reconstruction of the Danube flood plain, including on implications and limitations for project development in protected natural areas
- an international mining company, concerning the implications of locating part of its mining concession in the sustainable management area of a Natura 2000 site
- a renewable power generation developer, concerning a wind farm project in or near a Natura 2000 site