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- Projects & Energy
IRINA ROXANA PETRE comes to Stratulat Albuslescu Attorneys at Law with a resume that reveals an impressive depth of experience in the fields of energy, projects and construction law (EPC). From her earliest work with Taylor Joynson Garrett of London/Bucharest and CMS Cameron McKenna that introduced her to the fields of energy, projects, and construction law, to her most recent work as a solo practioner serving as counsel to the likes of E.ON Group Companies, GAZPROM Group Companies (Gazprom Export, WIEE AG, WIEE Romania and WIROM) and others about European railway infrastructure, Irina has developed a formidable reputation in her chosen practice areas.
Between these bookends of her career to date, Irina also served for 5 years the Romanian holding company, E.ON Romania, as head of the business, legal and compliance department. Afterwards, Irina acted for E.ON REGENERABILE ROMANIA as a General Director, Member of the Board, and Head of the Legal Department. For the past 11 years, Irina has counseled E.ON Group Companies in each of her locales during this time. In addition, for around 2 years, she worked for Hidroelectrica as Head of their Legal Department.
In addition to her outstanding legal resume, Irina brings a variety of other skills and experiences with her. She received her law degree from the University of Bucharest and admission to the Bucharest Bar in 1999. She received an MBA from the University of Trier, and she practiced law in a German law office in 1996-1997. She is certified as a German language translator by the Goethe Institute, and she also speaks English, French, and Italian, as well as some basic Russian. But, perhaps most interesting, Irina returned to school and graduated from the Titu Maiorescu University, Psychology Faculty, Bucharest in 2011. After graduation (2011-2014), she specialized in cognitive-behavioral therapy and teaching assertive communication and negotiation skills as well as psychoanalysis. She is currently licensed as a cognitive psychotherapist and psychoanalyst (under supervision).
By joining Stratulat Albulescu, she brings her exceptional experience and skills to new clients while allowing existing clients to benefit from a wide array of supporting legal advice and representation that the firm provides.
RECENT RELEVANT PROJECTS
Types of transactions and clients:
1. Linde AG (gas and oil)
Advised a major German liquid gas company (Linde AG) on a gas concession agreement with the Romanian authorities. Work included negotiation of a concession contract with the Romanian authorities. Later, she advised Linde about all corporate issues, including the establishment of a liquid gas factory in Romania, with a Romanian joint venture partner. She helped obtain all necessary Competition Council approvals and licenses.
2. Wintershall AG (oil and gas concessions, regulatory)
Advised Wintershall AG, a subsidiary of BASF, and one of the leading companies in Europe about gas-related upstream and downstream activities. Other than the daily legal advice provided in respect of the ongoing business of the Romanian subsidiaries of Wintershall (currently a subsidiary of Gazprom), examples of special projects performed for this client include:
(i) Advice about the execution of a concession agreement for the exploration, development, and exploitation of some oil perimeters in Romania. The work included drafting the concession contract, the farm-out agreement, and the joint operating agreement; negotiation of the concession contract with the Romanian Agency for Mineral Resources-ANRM and Romgaz; advice about obtaining all necessary approvals for implementing the project; the establishment of a branch and supervision of all stages of the project;
(ii) Assisted the client regarding a debt recovery from a state owned company that was undergoing a reorganization process;
(iii) Advised about the execution of various concession contracts with the local municipalities about supplying gas to urban and rural areas;
(iv) Advised the client on the execution of various syndicated loans;
(v) Provided general real estate advice about the construction of an underground storage, and provided legal advice about the status of ownership over pipelines;
(vi) Assisted the client throughout the privatization process of Distrigaz Nord SA, one of the two Romanian gas distribution companies. This work included due diligence, amendment and negotiation with the Ministry of Industry of the transaction documents, and preparation of preliminary bid and final bid. She advised all the group companies of Wintershall in Romania (i.e., “WIEE Romania,” the gas distribution subsidiary of Wintershall, “Wintershall Medias,” the exploration subsidiary and “WIROM SA,” a Romanian joint venture with Distrigaz Sud SA).
3. GAZPROM SCHWEIZ, GAZPROM RUSSIA (oil&gas supply, distribution and regulatory)
For the companies belonging to the Gazprom Group, she provided legal advice about gas interconnection issues, the application of European Regulations on regulated access and their correct transpositions under Romanian law, Energy Community legislation, the practice of the European Courts regarding transparency issues in the energy sector and security of supply. The advice also included an analysis of secondary legislation of ANRE, regulations issued by ACER, and the restructuring and unbundling processes.
Currently advising about amendments to the Energy Law affecting the competition in the Romanian and international gas markets and other regulatory issues.
Advised AGIP about the conformity of petrol station agreements in Romania.
5. ANRE (National Energy Regulator)
Provided legal advice about concessions in the energy field in connection with a consultancy project of the Romanian Energy Regulator – ANRE. Work included drafting secondary legislation in the energy (electricity and heat) sector (in particular, on concessions and licenses), assisting in the process of selecting legal personnel for ANRE, and organizing seminars for ANRE on various legal issues of interest.
6. CASSELS BROCK
Advised Cassels Brock about the existence and validity of the Rosia Montana Exploration License. The legal work included advice on the Mines Law; Irina provided an analysis of the archeological sites situation, and of the Rosia Montana Concession Exploitation License.
7. CONSTANTA MUNICIPALITY
Advised the Municipality of Constanta about the concession of the services for the water and sewerage system in the Constanta Region. This project also involved transaction structuring (within the framework of the relevant laws), negotiating various third party agreements, and preparation of full project documentation.
8. Ruhrgas & E.ON
Advised Ruhrgas and E.ON about the privatization of gas and electricity distribution companies. Work included:
(i) The carrying out and supervising the due diligence process;
(ii) Amending and negotiating the transaction documents;
(iii) Preparing the position paper and final bid;
(iv) Support for the signing of the transaction documents.
As a Member of the E.ON Management, Irina dealt with:
• WIND & other renewable energy projects: Creating/developing/leading and finally transferring to responsible business units several renewable projects (wind, biogas, micro-hydro) together with an allocated team; implementation of various RES generation projects (land securing options, contract negotiation and management, deployment of the permitting process, business development and third party collaborations guidelines, technical planning and design processes, implementation and outsourcing activities of such processes to third parties suppliers or consultants); strategic project analysis and corresponding decision making process, considering the specificity of the relevant Romanian legislation as well as the regulatory framework in the energy industry;
• CHP (cogeneration projects): Analyzing the possibility of establishing a CHP projects portfolio; supporting and leading the local team in Iasi; analyzing and advising on contacts to authorities/legal documents/letters of intent; liaising with responsible business units in respect to such projects;
• Conventional energy projects: Identification and analysis of market opportunities, competition, legislation, the CO2 allocation plan, the use of structural funds, internal and external advisory support, and strategy analysis about hydropower projects in Romania. Actively supporting all E.ON business units in Romania: advice on letters of interest, MOU, and Joint-Venture, etc., negotiations with counter partners, lobbying in respect of new legislation, and market surveillance regarding potential new projects as well as competition threats;
• Nuclear: Support throughout the Cernavoda bid procedure;
• Electricity distribution and supply companies: Provided an analysis of the generation market and competition in the supply sector as well as possibilities to acquire directly or indirectly such competitors; advising on the advantages of using structural funds; drafting/negotiations of tolling agreements;
• EBRD: Liaising with representatives for Romania in respect of issues of major interest such as: regulatory framework, relations with political circles/ministers/Government regarding tariffs policy, (non) payment of state debts; analyzing the potential for future joint business;
• Political lobbying actions: A high officials meetings organized together with management, working meetings together with ANRE (The Energy Regulator) and the Chamber of Deputies;
• ACUE (Association of Companies in the Energy Utility Sector): Assisted in the set-up and leading the “common action” group that should identify common objectives and strategies;
• Provided assistance to the Energy Commission within the Parliament and to ANRE about the Energy Law and the Public Lighting Law (in depth research of European Directives and Regulations as well as practice of the European Court of Justice about it);
• Coordination of unbundling process, other internal restructuring processes;
• Drafting and discussion in the Industries and Commerce Commission afferent to the Chamber of Deputies the electricity law and the amendment of the gas law;
• Analysis and debating drafts of public procurement law from European law perspective; discussions with the Public Procurement Authority;
• Analyzing and advising on ANRE’s regulations and Orders together with the Regulatory departments of the operative companies; negotiations of terms of licenses and concession agreement;
• Analyzing conformity/drafting SLAs between the operative companies and other affiliates;
• Coordinating the actions aimed to recover “strategic” debts; analyzing the possibility to cause reactions at EU level related to hidden state aid; negotiating and executing contracts for the sale of receivables;
• Liaising with the Customer Protection Office regarding the compliance by the supply company with the applicable legislation regarding contracts with captive customers, liaising with Competition Office;
• Advised about various energy efficiency projects and dedicated customer solutions. This implies support in drafting energy efficiency related regulations and in-detail analysis of the European Directive and EU court practice in this respect. EU funding was analyzed as a pre-requisite for most of these projects. Legal support implies advice about Public Procurement, Competition legislation as well as concessions, PPP, communal services legislation, regulatory aspects, unbundling effects.
She was responsible for conducting complex negotiations, coordinating major court claims, advising on restructuring processes, the rehabilitation works of hydropower units, collective bargaining negotiations, and an IPO preparation. Irina participated in negotiations conducted between the Romanian State and the Serbian Government for the clarification of the schedule of works to be undertaken by both parties about the hydropower plants Portile de Fier.
Advised Hidroelectrica about the energy regulator (ANRE) that requested the immediate interruption of energy export operations. The decision of the Romanian Energy Regulator was proven in court to be against Romanian and EU Regulations concerning the common market and the unrestricted trade. As a result, Hidroelectrica was allowed to establish trading entities in Hungary and Serbia. The advice provided to Hidroelectrica implied the analysis of the Hungarian and Serbian energy markets and regulations to assess the degree of free competition existing on these markets in the energy sector.
II. PROJECTS: RAILWAY REHABILITATION AND REORGANISATION
• STRABAG (road rehabilitation projects and construction of infrastructure)
Advised a major Austrian client (Strabag AG) about road rehabilitation, including advice on a concession contract for the rehabilitation of a motorway. Advising Strabag for 10 years on a daily basis in respect of all corporate, labor, and commercial matters as well as advice on real estate matters. The work performed included negotiation of commercial contracts, concessions, and construction contracts, liaising with various authorities including customs office, Road Agency, Ministry of Transportation, Mayorship of Bucharest, Local Council, etc.
She advised the Strabag-Impregilo-Contransimex Consortia in respect of a FIDIC contract concluded for the “Rehabilitation of the Constanta Port” project; advising in particular on the price adjustment formula, “rebus sic stantibus” principle and its practical applications and obtaining the renegotiation of the construction price in favor of the client based on such formula.
• Advised an American fund about the preparation for privatization of the Romanian freight railway company including the carrying out of the due diligence in respect of the company’s local branches (CFR and CFR Marfa) and analysis of the legal framework in relation to social issues, specific licensing and technical requirements as well as with the view to establish a fair tariff structure. Drafting and proposing new legislation in line with EU legislation and European best practices;
• Advised Bahnbau Wels, an Austrian railway infrastructure company about railway infrastructure projects in Romania;
• Supported the negotiation carried out between E.ON, the Romanian State as well as CFR SA concerning the recovery of huge historical debts owed by the latter to the Romanian electricity suppliers. The successful outcome involved an in-depth analysis of the Romanian Railways System after the spin-off and the inter-company relations and indirect subsidizing between the various railway operators, the Romanian State and the private respectively state-owned energy companies (both supply and producers). This also implied drafting and sustaining new regulations to sort out this issue and insure necessary funds for the independent and sustainable development of the railways and establishing a new company to deal with electricity distribution exclusively for the railway system (CFR Electrificare);
• Advised the Serbian Government, as part of an EU Commission Project, on the harmonization of the Serbian Railway legislation with the EU legislation and as coordinator of a team of Serbian railway experts, advising on institutional support needed and on drafting and implementing the “Railway Implementation Action Plan” and related Roadmap that are the basis of the Railway Reform in Serbia.
1996 – 1997 University of Trier and legal practice in law offices in Germany
1999 – Member of the Bucharest Bar and the Romanian Bar Association, diploma and license issued by the Bucharest University of Law
2011 Graduated from the Titu Maiorescu University, Psychology Faculty Bucharest
2011 – 2014 Specialized in cognitive-behavioral therapy, focus on assertive communication and negotiation skills. Currently licensed also as psychotherapist, psychoanalysis (under supervision)