Environmental Legal Aspects Related to Asset Deals

This is a brief overview over the most important aspects related to asset deals in Romania on facilities or activities for which environmental permits are required.

Obligations towards environmental authorities

In case an M&A transaction implies a change related to an activity which requires an environmental permit, a procedure aiming at transferring such permit is necessary.

According to the Romanian environment legislation, the seller has an obligation inform the environmental authority (“EPA”) before signing the sale and purchase agreement. The Purchaser will then be informed by the EPA about the environmental obligations arising from the transaction and the pertaining costs.

This information is of particular importance for drafting the SPA, as the obligations related to the environment have to be distributed among the parties.

After signing the SPA, the seller and the purchaser will commonly inform the EPA about how they distribute these obligations.

Transfer of an environmental permit

Each transfer of an environmental permit requires an express approval by the EPA. Before, the purchase cannot operate the facility/carry on the activity. For transferring integrated environmental permits, all obligations and measures imposed by the EPA need to be implemented.

Procedure

The procedure implies the following most important steps:

• Seller informs EPA
• Seller and purchaser enquire on environmental obligations
• EPA informs them
• Parties jointly request the transfer of the environmental permit, purchaser declares future activity
• Fulfilment of imposed measures.

Given the necessary procedural steps and the possible complexity of the procedure, we recommend considering the environmental aspects related to an M&A transaction at an early stage.

For more information, please visit our website:

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