By Karolina Tatomir, lawyer, Energy & Infrastructure at CMS

 

The recent COP30 conference in Belém, Brazil, highlighted the urgent global need for climate action and stronger commitments to sustainability. For some time now, governments worldwide have been accelerating the implementation of climate-related regulations; after COP30, the pace may quicken further. Businesses must now meet rising public expectations while adapting rapidly to new legal requirements that affect all sectors.

This fast-changing regulatory landscape covers diverse areas such as emissions’ targets, sustainability reporting, green finance, and supply-chain and procurement rules – each with its own complexities.  The key challenge for businesses is not only compliance but embedding sustainability into their core strategies to stay competitive and resilient.

To help businesses navigate these challenges, CMS delivers reliable, expert legal guidance. Our support covers evolving regulations, crafting compliant contracts, advising on ESG-aligned transactions, and spotting emerging risks and opportunities. This legal expertise spans corporate governance and regulatory compliance, extending to operational issues in energy, real estate, and finance.

The increasing number of renewable energy projects
Many companies face complex legal challenges as they navigate the fast-changing renewable energy sector. Specialised legal advice is essential, not only to guide regulatory approvals but also to help structure projects for compliance, risk management, and financing. This includes drafting contracts, meeting stringent environmental standards, and addressing many rules in what is a highly regulated sector.

A central focus remains on major renewable energy investments such as wind farms, photovoltaic installations, battery energy storage systems, and innovative green hydrogen projects. In these contexts, legal advice services play a vital role in ensuring that the projects are developed in accordance with the applicable laws, while also connecting technical, business, and regulatory aspects, to help stakeholders manage risk.

Legal advisors play a critical role across virtually every area of business. They assist in securing land titles, obtaining permits and licences, drafting and negotiating project agreements, and provide essential support in mergers and acquisitions as well as corporate and project finance transactions. CMS’s support covers everything from early feasibility to project completion, ensuring that developments succeed within a solid legal framework.

Regulatory advice related to EU legislation
Many companies struggle to comprehend how to comply effectively with expansive new EU requirements. Among others, the Corporate Sustainability Reporting Directive and European Sustainability Reporting Standards have only recently come to the forefront of corporate regulatory obligations. Reporting requires understanding obligations, gathering reliable non-financial data, and preparing clear disclosures for regulators and stakeholders. Businesses experience difficulties with structuring their sustainability reports and transparency. Just recently, we helped a major cross-border real estate developer align with CSRD and ESRS by auditing regulatory requirements, analysing a sustainability report, and preparing legal memoranda on key CSRD topics. We also support our clients with reviewing and drafting corporate policies to align them with CSRD and Taxonomy requirements.

Notably, key players across industrial sectors, including chemicals manufacturing, have sought legal analyses to comply with the broadening scope of EU green regulations embedded in the European Green Deal. Detailed studies of the CSRD, the Corporate Sustainability Due Diligence Directive, the Carbon Border Adjustment Mechanism, and water resource management directives empower those clients to mitigate risk and integrate sustainability into their long-term strategies.

The impact of the green transition on the financial sector
The sustainable finance sector, especially in real estate, is facing growing legal complexities as companies work to adapt to fast-evolving EU regulations and heightened market expectations.

Investors and lenders increasingly demand clear, outcome-linked financing structures tied to verified ESG performance. However, many firms find developing and structuring these deals challenging, particularly given the need to manage legal, financial, and reputational risks simultaneously. Ensuring compliance with both financial and sustainability-related rules requires careful, precise contractual drafting aligned with the latest market standards (including those established by multilateral financial institutions such as the European Investment Bank or the European Bank for Reconstruction and Development), which becomes especially complex in large transactions involving multiple stakeholders.

For example, legal counsel recently played a key role in structuring a EUR 110m Sustainability-Linked Loan designed to refinance residential real estate portfolios. This innovative facility links loan costs directly to the achievement of defined ESG targets, thereby encouraging tangible environmental improvements. The advisory team was instrumental in negotiating the loan agreement and associated documents, crafting ESG covenants that meet both regulatory and market expectations, while skilfully balancing the interests and risks of lenders and borrowers. This demonstrates how legal expertise is indispensable in bridging compliance, market practice, and risk management in sustainable finance transactions.

Decarbonisation and circular economy projects
Infrastructure decarbonisation projects illustrate the nuanced legal complexities of the green transition. As an example, advisory work on Poland’s first municipal hydrogen company required careful navigation of public procurement laws due to significant municipal ownership. Legal advisers developed innovative contractual structures tailored to this dual public-private nature while also providing ongoing compliance support throughout the investment and operational phases. This pioneering project exemplifies how emerging clean technologies challenge traditional legal frameworks and demand bespoke solutions.

Legal expertise also supports large-scale energy infrastructure projects implementing waste-to-energy and other principles of the circular economy. As interest in circular economy principles grows in various sectors, legal and regulatory complexity associated with implementing these concepts increases in practice, especially in municipal and industrial environmental management. CMS has provided legal support around these emerging circular economy challenges by assisting clients in structuring sustainable infrastructure projects and navigating related environmental, procurement, and energy regulations. This advice has spanned from transactional and contractual structuring to compliance with multi-layered EU and national policies that encourage reuse and material recovery, and promote low-waste circular business practices. By integrating legal expertise early in the project lifecycle, lawyers can help clients implement circular economy initiatives that are both legally compliant and commercially viable, contributing to Poland’s broader sustainability and climate goals.

Further legal challenges in a changing climate
Legal advisors play a multifaceted role in the green transition. There are numerous examples of such projects. As climate challenges continue to evolve, so too will the legal landscape surrounding them. This means new, complex regulatory demands will develop, shifting the scope and nature of legal advice companies require. Legal support will increasingly focus on helping businesses anticipate and adapt to these changes, ensuring compliance while also seizing emerging opportunities in sustainability and climate risk management. In essence, the role of legal advisors in the climate space is dynamic and expanding, aligned with the ongoing transformation of environmental rules and societal expectations.