ROMANIA Law and Practice Contributed by: Miruna Suciu, Suciu Partners
be cleared, cleared subject to conditions, or rejected. In energy matters, conditions may relate to continuity of strategic activities, access to sensitive information, protection of critical infrastructure, cybersecurity, sup- ply security or subsequent changes of control, while foreign investors benefit from the general protections available under Romanian and EU law, including pro- tection of private property, access to domestic courts and international arbitration. 1.4 Sale of Power Industry Assets Sales of power industry assets or businesses are gen- erally permitted in Romania, but transactions must be assessed from a corporate, regulatory, competition and foreign investment perspective under the frame- work of Electricity and Natural Gas Law No 123/2012, Companies Law No 31/1990, the Civil Code, Com- petition Law No 21/1996, the FDI screening legisla- tion and the secondary rules issued by ANRE. Share deals, asset deals and mergers involving generation, storage, supply or trading businesses are usually possible, subject to the transferability of the relevant project rights, permits, grid connection arrangements, land rights, financing documents and commercial contracts. Energy licences are not treated as freely transferable assets, and the buyer must either hold or obtain the required licence, or secure the necessary ANRE approvals or registrations, depending on the structure of the transaction. Where turnover thresh- olds are met, the transaction must be notified to the Romanian Competition Council before completion, and energy transactions may also require FDI clear- ance, particularly where the target owns generation assets, storage facilities, grid infrastructure or other strategic assets. In non-problematic cases, merger control and FDI approvals are commonly dealt with as conditions precedent, with timelines depending on the completeness of the filing and the complexity of the review. In regulated activities, the acquirer must be able to meet the technical, financial and organisational conditions required for licensing and continued opera- tion, with transmission and distribution assets being significantly more restricted due to their concession- based infrastructure. 1.5 Central Planning Authorities Romania does not have a single authority responsible for all aspects of electricity sector planning and devel-
opment, these responsibilities being shared among several institutions, primarily the Ministry of Energy, the National Energy Regulatory Authority (ANRE) and C.N.T.E.E. Transelectrica SA, the national transmis- sion and system operator. The Ministry of Energy is responsible for energy policy, long-term strategic planning and the implementation of national and European energy objectives, playing a central role in the development of policies relating to security of supply, decarbonisation, renewable energy deploy- ment and energy infrastructure investments. Transe- lectrica is responsible for operating, maintaining and developing the national transmission network and for ensuring the security and reliability of the electricity system, preparing transmission development plans, managing system balancing and assessing network adequacy and connection capacity. ANRE regulates the electricity market and network activities, approves transmission and distribution development plans and oversees compliance with licensing and regulatory requirements, while public authorities shape the future generation mix through renewable energy support schemes and the contracts for difference framework. 1.6 Recent Changes in Law or Regulation The past year has brought several significant regula- tory developments for the Romanian power sector, particularly in relation to renewable energy, energy storage, and project development. One of the most important developments has been the continued implementation of the contracts for difference (CfD) support mechanism, designed to facilitate invest- ment in large-scale renewable energy projects and support Romania’s decarbonisation objectives. The framework has moved from a legislative initiative to an operational support scheme, with auction rounds launched for new renewable generation capacity. Another important change concerns the regulatory treatment of energy storage, where recent legislative and regulatory amendments have further integrated storage activities into the electricity market framework and removed certain regulatory barriers that previous- ly affected the economic viability of battery energy storage projects. In addition, ANRE adopted a new licensing and permitting framework for the electricity sector, replacing the previous regime and introducing updated rules regarding licensing procedures, storage activities, aggregation and project commissioning.
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