German economy ministry says this means that merger control proceedings must also be conducted for a trust administration via Rosneft's German assets

German economy ministry says this means that merger control proceedings must also be conducted for a trust administration via Rosneft's German assets

Germany’s Economy Ministry Mandates Merger Control for Rosneft’s Trust-Administered Assets

The German Federal Ministry for Economic Affairs and Energy has clarified that merger control proceedings must be conducted for any trust administration involving Rosneft’s assets in Germany, as these remain under state trusteeship until 10 March 2026. This directive underscores the government’s ongoing efforts to manage energy security risks while navigating complex legal and geopolitical challenges.

Since 2022, Berlin has maintained control of Rosneft Deutschland and RN Refining & Marketing under a statutory trusteeship, initially imposed to ensure the uninterrupted operation of three refineries (Schwedt, MiRo, and Bayernoil) critical to Germany’s fuel supply. The latest extension, the sixth since 2022, reflects continued concerns that business partners—including suppliers and insurers—refuse to engage with entities under Russian ownership. The government has also negotiated a fourth agreement with Rosneft, setting a 28 February 2026 deadline for the Russian firm to sell its German assets.

Despite repeated extensions, Rosneft has not finalized a sale. Potential buyers, including the Qatari sovereign fund and Kazakh state energy company KazMunayGas, have withdrawn or stalled negotiations. The U.S. recently provided a "Letter of Comfort" assuring that Rosneft's German operations would be exempt from new sanctions, as they are no longer under Russian control. However, this does not resolve the core issue of ownership, with the German government seeking a "legally secure" long-term solution.

The Ministry's recent statement on merger control highlights regulatory scrutiny of any trust-related transactions, emphasizing compliance with antitrust and energy security laws. While expropriation remains a legal option, Berlin has avoided it due to fiscal risks, potential Russian retaliation, and diplomatic considerations, including U.S. efforts to engage Russia on the Ukraine war.

For now, the status quo persists, with the state managing Rosneft's assets to prevent operational disruptions. The Schwedt refinery, a key facility, operates at 80% capacity due to limited crude supplies, though increased Kazakh oil deliveries have slightly improved output. Investors and stakeholders will closely monitor developments as the 2026 deadline approaches.