{"id":"nsw:act-2012-035","name":"Electricity Generator Assets (Authorised Transactions) Act 2012","slug":"electricity-generator-assets-authorised-transactions-act-2012","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"35 of 2012","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":30270,"registerId":"nsw-act-2012-035-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"# Part 1 Preliminary\n\nPart 1 Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act is the [Electricity Generator Assets (Authorised Transactions) Act 2012](/view/html/inforce/current/act-2012-035).","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> > (1) This Act commences on the date of assent, except as provided by subsection (2).\n> \n> > (2) Schedule 5 (Ownership restrictions in floated transaction companies) commences on a day to be appointed by proclamation.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Interpretation—key definitions","content":"#### 3 Interpretation—key definitions\n\n3 Interpretation—key definitions\n\n> In this Act—\n> \n> authorised transaction means a transfer of electricity generator assets authorised by Part 2.\n> \n> electricity generator means a statutory State owned corporation constituted by the [Energy Services Corporations Act 1995](/view/html/inforce/current/act-1995-095) as an electricity generator under that Act.\n> \n> electricity generator assets means assets, rights and liabilities of an electricity generator.\n> \n> Note—\n> \n> Schedule 1 contains other interpretative provisions.","sortOrder":3},{"sectionNumber":"Part 2","sectionType":"part","heading":"Authorised transfers of electricity generator assets","content":"# Part 2 Authorised transfers of electricity generator assets\n\nPart 2 Authorised transfers of electricity generator assets","sortOrder":4},{"sectionNumber":"4","sectionType":"section","heading":"Transfer of electricity generator assets to private sector","content":"#### 4 Transfer of electricity generator assets to private sector\n\n4 Transfer of electricity generator assets to private sector\n\n> This Act authorises the transfer of electricity generator assets to the private sector.","sortOrder":5},{"sectionNumber":"5","sectionType":"section","heading":"Transfer of electricity generator assets between public sector agencies","content":"#### 5 Transfer of electricity generator assets between public sector agencies\n\n5 Transfer of electricity generator assets between public sector agencies\n\n> This Act authorises the transfer of electricity generator assets between public sector agencies.","sortOrder":6},{"sectionNumber":"6","sectionType":"section","heading":"Proceeds of transaction","content":"#### 6 Proceeds of transaction\n\n6 Proceeds of transaction\n\n> > (1) The proceeds of the transfer of electricity generator assets pursuant to an authorised transaction (the transaction proceeds) belong to and are payable directly to the State.\n> \n> > (2) The transaction proceeds paid to the State are to be paid into the Restart NSW Fund (the Fund) established under the [Restart NSW Fund Act 2011](/view/html/inforce/current/act-2011-032).\n> \n> > (3) The following deductions are authorised to be made from the transaction proceeds—\n> > \n> > > (a) deduction of such amounts as the Treasurer approves to repay debt and satisfy other liabilities of a public sector agency in respect of electricity generator assets transferred for the purposes of an authorised transaction,\n> > \n> > > (b) deduction of such amounts as the Treasurer approves to reimburse public sector agencies for payments made by them in respect of any tax, duty, fee or charge imposed by any Act or law of the State or any other jurisdiction in connection with a transaction arrangement,\n> > \n> > > (c) deduction of such amounts as the Treasurer approves to satisfy any liability of a public sector agency arising under or in connection with a transaction arrangement,\n> > \n> > > (d) deduction of such amounts as the Treasurer approves to meet expenses reasonably incurred by public sector agencies for the purposes of an authorised transaction.\n> \n> > (4) The transaction proceeds do not include any amount certified by the Treasurer to have been paid to a public sector agency as a tax, duty, fee or charge imposed by any Act or law of the State in connection with a transaction arrangement.\n> \n> > (5) The deductions authorised to be made from the transaction proceeds may be made before payment of the transaction proceeds into the Fund or may be made by payment from the Fund.\n> \n> > (6) The requirements of this section do not affect the validity of a transaction arrangement.","sortOrder":7},{"sectionNumber":"Part 3","sectionType":"part","heading":"Facilitating authorised transactions","content":"# Part 3 Facilitating authorised transactions\n\nPart 3 Facilitating authorised transactions","sortOrder":8},{"sectionNumber":"7","sectionType":"section","heading":"Treasurer’s functions for the purposes of an authorised transaction","content":"#### 7 Treasurer’s functions for the purposes of an authorised transaction\n\n7 Treasurer’s functions for the purposes of an authorised transaction\n\n> The Treasurer has and may exercise all such functions as are necessary or convenient for the purposes of an authorised transaction. The functions conferred on the Treasurer by any other provision of this Act do not limit the Treasurer’s functions under this section.","sortOrder":9},{"sectionNumber":"8","sectionType":"section","heading":"Transaction SOCs","content":"#### 8 Transaction SOCs\n\n8 Transaction SOCs\n\n> > (1) A statutory State owned corporation may be established under this Act as a transaction SOC for the purposes of an authorised transaction.\n> \n> > (2) The Governor may by order published in the Gazette—\n> > \n> > > (a) create a corporation under a corporate name specified in the order, and\n> > \n> > > (b) specify the functions of the corporation, and\n> > \n> > > (c) direct that the corporation is established as a statutory State owned corporation and as a transaction SOC.\n> \n> > (3) On the day on which the order takes effect—\n> > \n> > > (a) a corporation is constituted with the corporate name and functions specified in the order, and\n> > \n> > > (b) the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134) is amended by inserting in Schedule 5 the corporate name specified in the order (to establish the corporation as a statutory State owned corporation under that Act), and\n> > \n> > > (c) the State owned corporation thereby established is a transaction SOC for the purposes of this Act.\n> \n> > (4) The portfolio Minister of a SOC established under this section is the Minister administering section 13 (Creation of additional energy services corporations) of the [Energy Services Corporations Act 1995](/view/html/inforce/current/act-1995-095).\n> \n> > (5) Schedule 2 has effect with respect to a transaction SOC. The provisions of that Schedule are in addition to and (except to the extent to which that Schedule otherwise provides) do not derogate from the provisions of the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134).","sortOrder":10},{"sectionNumber":"9","sectionType":"section","heading":"Transaction companies","content":"#### 9 Transaction companies\n\n9 Transaction companies\n\n> > (1) The Treasurer may for the purposes of an authorised transaction establish, or direct the establishment of, companies as transaction companies in any of the following ways—\n> > \n> > > (a) the formation or acquisition by or on behalf of the State or a SOC of a company limited by shares, so that all the issued shares in the company are held by or on behalf of the State or a SOC (or both),\n> > \n> > > (b) the formation or acquisition of a company as a wholly owned subsidiary company of a transaction company,\n> > \n> > > (c) the conversion of an electricity generator or transaction SOC into a company limited by shares as provided by Schedule 3.\n> \n> > (2) A transaction company that is a public sector agency may be converted from one kind of company to any other kind of company.\n> \n> > (3) Except by express agreement with the Treasurer—\n> > \n> > > (a) a transaction company is not and does not represent the State, and\n> > \n> > > (b) the debts, liabilities and obligations of a transaction company are not guaranteed by the State.\n> \n> > (4) The Treasurer may act for or on behalf of the State, a SOC or a transaction company that is a public sector agency in connection with the rights, privileges and benefits, and the duties, liabilities and obligations of the State, a SOC or transaction company as the holder of shares or other securities in a transaction company.\n> \n> > (5) Shares and other securities in a transaction company that is a public sector agency may be issued, sold or transferred in accordance with the directions of the Treasurer. The Treasurer may on behalf of the State, a SOC or a transaction company that is a public sector agency enter into and carry out transaction arrangements for the issue, sale or transfer of shares and other securities in a transaction company.\n> \n> > (6) An electricity generator that becomes a transaction company remains an electricity generator for the purposes of this Act (despite ceasing to be a statutory State owned corporation constituted by the [Energy Services Corporations Act 1995](/view/html/inforce/current/act-1995-095)).","sortOrder":11},{"sectionNumber":"10","sectionType":"section","heading":"Functions of electricity generators and transaction entities","content":"#### 10 Functions of electricity generators and transaction entities\n\n10 Functions of electricity generators and transaction entities\n\n> > (1) Each electricity generator and transaction entity has and may exercise all such functions as are necessary or convenient for the purposes of an authorised transaction.\n> \n> > (2) The functions conferred by this section are in addition to any other functions that an electricity generator or transaction entity has apart from this section and those other functions do not prevent or otherwise limit the exercise of the additional functions conferred by this section.\n> \n> > (3) The Treasurer may act for or on behalf of an electricity generator or transaction entity in the exercise of any of its functions for the purposes of an authorised transaction while it is a public sector agency.","sortOrder":12},{"sectionNumber":"11","sectionType":"section","heading":"Direction and control of electricity generators and transaction entities","content":"#### 11 Direction and control of electricity generators and transaction entities\n\n11 Direction and control of electricity generators and transaction entities\n\n> > (1) Each electricity generator and transaction entity is subject to the direction and control of the Treasurer in the exercise of any of its functions for the purposes of an authorised transaction while it is a public sector agency.\n> \n> > (2) The Treasurer may give directions for the purposes of an authorised transaction to an electricity generator or transaction entity, and to the directors and other officers of an electricity generator or transaction entity. Any such directions must be complied with by the electricity generator, the transaction entity or the directors or other officers concerned.\n> \n> > (3) Directions to a transaction entity (or its directors and other officers) can only be given and are only required to be complied with while the transaction entity is a public sector agency.\n> \n> > (4) The power to give directions under this section extends to directions with respect to the way in which an electricity generator or transaction entity is to conduct its business and other affairs.\n> \n> > (5) Action taken by an electricity generator or transaction SOC to comply with a direction of the Treasurer under this Act does not require the approval of the voting shareholders or portfolio Minister of the corporation.\n> \n> > (6) Anything done or omitted to be done by a director or other officer of an electricity generator or transaction entity in complying with a direction given by the Treasurer under this Act does not subject the director or officer personally to any action, liability, claim or demand.\n> \n> > (7) The provisions of this section are declared to be Corporations legislation displacement provisions for the purposes of section 5G of the Corporations Act in relation to the provisions of the Corporations legislation generally.","sortOrder":13},{"sectionNumber":"12","sectionType":"section","heading":"Establishment of Electricity Assets Ministerial Holding Corporation","content":"#### 12 Establishment of Electricity Assets Ministerial Holding Corporation\n\n12 Establishment of Electricity Assets Ministerial Holding Corporation\n\n> > (1) There is constituted by this Act a corporation with the corporate name of the Electricity Assets Ministerial Holding Corporation.\n> \n> > (2) The affairs of the Corporation are to be managed by the Treasurer who may authorise another Minister to exercise functions in relation to particular assets, rights and liabilities.\n> \n> > (3) Any act, matter or thing done in the name of, or on behalf of, the Corporation by the Treasurer or a Minister authorised by the Treasurer, or with the authority of the Treasurer or any such Minister, is taken to have been done by the Corporation.\n> \n> > (4) The Corporation has the functions conferred or imposed on it by or under this or any other Act.\n> \n> > (5) The functions of the Corporation are—\n> > \n> > > (a) to hold, on behalf of the Crown, electricity generator assets acquired by it or transferred to it by or under this or any other Act, and\n> > \n> > > (b) to carry on any activities or business that relate to any electricity generator assets held by it, including demanding, collecting and receiving charges, levies, rates and fees, and\n> > \n> > > (c) such other functions for the purposes of an authorised transaction as may be prescribed by the regulations.","sortOrder":14},{"sectionNumber":"Part 4","sectionType":"part","heading":"Arrangements for transfer of assets, staff and functions","content":"# Part 4 Arrangements for transfer of assets, staff and functions\n\nPart 4 Arrangements for transfer of assets, staff and functions","sortOrder":15},{"sectionNumber":"13","sectionType":"section","heading":"Vesting orders","content":"#### 13 Vesting orders\n\n13 Vesting orders\n\n> The Treasurer may make vesting orders under Schedule 4 for the purposes of an authorised transaction.","sortOrder":16},{"sectionNumber":"14","sectionType":"section","heading":"Staff transfers","content":"#### 14 Staff transfers\n\n14 Staff transfers\n\n> > (1) The Treasurer may, for the purposes of an authorised transaction, by order in writing, transfer the employment of an employee of an electricity generator (a transferred employee) to the employment of another public sector agency.\n> \n> > (2) A transferred employee is (until other provision is duly made under any Act or law) to be employed in accordance with any relevant statutory provisions, awards, agreements and determinations that would have applied to the employee had the employee remained an employee of the electricity generator concerned.\n> \n> > (3) On the transfer by order under this section of an employee’s employment from one employer (the current employer) to another employer (the new employer) the following provisions have effect—\n> > \n> > > (a) the employee is entitled to continue as a contributor, member or employee for the purposes of any superannuation scheme in respect of which he or she was a contributor, member or employee (as an employee of the current employer) immediately before the transfer of employment and remains so entitled subject to any variation to that entitlement made either by agreement or otherwise in accordance with law,\n> > \n> > > (b) the new employer is taken to be an employer for the purposes of any superannuation scheme in respect of which the employee continues as a contributor, member or employee pursuant to an entitlement under this section,\n> > \n> > > (c) the continuity of the employee’s contract of employment is taken not to have been broken by the transfer of employment, and service of the employee with the current employer (including service deemed to be service with the current employer) that is continuous service up to the time of transfer is taken for all purposes to be service with the new employer,\n> > \n> > > (d) the employee retains any rights to sick leave, annual leave or long service leave accrued or accruing immediately before the transfer (except accrued leave for which the employee has, on ceasing to be an employee of the current employer, been paid the monetary value in pursuance of any other entitlement of the employee).\n> \n> > (4) The Treasurer may negotiate and enter into agreements or industrial instruments concerning workplace relations for or on behalf of a public sector agency in connection with the operation of this section.","sortOrder":17},{"sectionNumber":"15","sectionType":"section","heading":"Payments to employees leaving public sector employment","content":"#### 15 Payments to employees leaving public sector employment\n\n15 Payments to employees leaving public sector employment\n\n> > (1) The Treasurer or another public sector agency may enter into agreements or other arrangements with respect to the making of transfer payments to employees of an electricity generator in connection with the transfer of employment of those employees to employment in the private sector as a result of a transaction arrangement.\n> \n> > (2) A transfer payment is not to exceed an amount equivalent to 30 weeks of pay at the rate of an employee’s base salary (that is, salary less any allowances).\n> \n> > (3) Without affecting any entitlement to a transfer payment under this section, an employee of an electricity generator is not entitled to receive any payment or other benefit (including in the nature of severance pay or redundancy compensation) merely because the employee ceased to be an employee of a public sector agency as a result of a transaction arrangement.","sortOrder":18},{"sectionNumber":"16","sectionType":"section","heading":"Employment guarantee for employees transferred to private sector and maintenance of apprenticeships","content":"#### 16 Employment guarantee for employees transferred to private sector and maintenance of apprenticeships\n\n16 Employment guarantee for employees transferred to private sector and maintenance of apprenticeships\n\n> > (1) If the employment of an eligible employee of an electricity generator is transferred to employment in the private sector as a result of a transaction arrangement, the employment of the employee cannot be terminated by the private sector employer during the employee’s employment guarantee period, except—\n> > \n> > > (a) for serious misconduct, or\n> > \n> > > (b) pursuant to the proper application of reasonable disciplinary procedures, or\n> > \n> > > (c) by agreement with the employee.\n> \n> > (2) An employee’s employment guarantee period is—\n> > \n> > > (a) for eligible employees who are permanent employees—the period of 2 years (the standard period) after the transfer date, or\n> > \n> > > (b) for eligible employees who are temporary employees—the remainder of the employee’s current term of employment (as specified in the arrangements under which the employee was engaged as a temporary employee) immediately before the transfer date, or the period of 2 years (the standard period) after the transfer date, whichever period ends first.\n> \n> > (3) The object of this subsection is to provide an additional job maintenance guarantee because the transfer of electricity generator assets under this Act is by way of sale. The standard period of 2 years is extended by an additional period of 2 years for eligible employees.\n> \n> > (4) The Treasurer is to take all reasonable steps to ensure that, under the transaction arrangements with all private sector employers, a total of at least 150 apprenticeships is maintained in the electricity generation businesses of those employers in NSW during any employment guarantee period under this section.\n> \n> > (5) In this section—\n> > \n> > casual employee means an employee whose employment is in a category of employment that is described in or classified under a relevant award as casual employment or who is otherwise engaged as a casual employee.\n> > \n> > contract employee means an employee whose terms and conditions of employment are provided by an individual contract and not by a relevant award.\n> > \n> > eligible employee means a permanent employee or temporary employee and does not include a contract employee or casual employee.\n> > \n> > permanent employee means an employee whose employment is of indefinite duration and who is not a casual employee, temporary employee or contract employee.\n> > \n> > private sector employer means the employer in the private sector to whose employment the employment of an eligible employee is transferred as a result of a transaction arrangement.\n> > \n> > relevant award means any award, agreement or other industrial instrument (under a law of the State or the Commonwealth) that provides for the terms and conditions of employment of employees.\n> > \n> > temporary employee means an employee (other than a casual employee or contract employee) whose employment is in a category of employment that is described in or classified under a relevant award as temporary employment or whose employment is, under the terms of his or her employment, for a limited period.\n> > \n> > transfer date means the date on which an eligible employee is transferred to employment in the private sector as a result of a transaction arrangement.","sortOrder":19},{"sectionNumber":"17","sectionType":"section","heading":"Effect of transfer of electricity generator assets between public sector agencies","content":"#### 17 Effect of transfer of electricity generator assets between public sector agencies\n\n17 Effect of transfer of electricity generator assets between public sector agencies\n\n> > (1) When the business of an electricity generator is transferred to another public sector agency for the purposes of an authorised transaction—\n> > \n> > > (a) the public sector agency becomes the new operator of the business and that business is to be conducted as the electricity business of the new operator, and\n> > \n> > > (b) the new operator is deemed to be an electricity generator for the purposes of this Act in respect of the business that comprises its electricity business as conducted by the new operator from time to time, but only while the new operator is a public sector agency and not in respect of any other business of the new operator, and\n> > \n> > > (c) the new operator has and may exercise all such functions as may be necessary or convenient for the purpose of the carrying on of its electricity business, and\n> > \n> > > (d) the new operator has the benefit of any relevant operating licence for the purpose of the carrying on of its electricity business, and\n> > \n> > > (e) a public sector agency responsible for the issue of any such relevant operating licence must, at the request of the new operator, re-issue the licence in the name of the new operator and subject to terms, conditions and endorsements that are the same (or to substantially the same effect) as those to which it was subject before its re-issue.\n> \n> > (2) If the business comprising the electricity business of the new operator is transferred to another public sector agency, this section also operates in respect of that transfer (and any further transfer for the purposes of an authorised transaction).\n> \n> > (3) This section applies to the transfer of part of, or an interest in, a business in the same way as it applies to a transfer of the whole business.\n> \n> > (4) In this section—\n> > \n> > relevant operating licence, in relation to a transferred business of an electricity generator, means any licence, permit, entitlement, accreditation or other authority that was held by the electricity generator before the transfer and that is necessary or convenient for the carrying on of any aspect of the electricity business of the new operator.","sortOrder":20},{"sectionNumber":"18","sectionType":"section","heading":"Grant of relevant authorisations","content":"#### 18 Grant of relevant authorisations\n\n18 Grant of relevant authorisations\n\n> > (1) The Treasurer may give directions to a public sector agency for or with respect to the grant of any relevant authorisation to a person who becomes or who it is proposed will become the new operator of any electricity generator assets pursuant to an authorised transaction, including directions for or with respect to any of the following—\n> > \n> > > (a) requiring the grant of any such relevant authorisation without the necessity for the making or determination of any application,\n> > \n> > > (b) the displacement or modification of any provision of a relevant law in its application to the grant of any such relevant authorisation,\n> > \n> > > (c) the conditions or endorsements subject to which any such relevant authorisation is to be granted or that are to be attached to any such relevant authorisation.\n> \n> > (2) A direction may only be given under this section for the grant of a relevant authorisation that—\n> > \n> > > (a) operates to transfer or replace an existing relevant authorisation that is currently in force, and\n> > \n> > > (b) is subject to terms, conditions or endorsements that are the same (or to substantially the same effect) as those to which that existing relevant authorisation is subject.\n> \n> > (3) The Treasurer must consult with a public sector agency before giving a direction to the public sector agency under this section.\n> \n> > (4) A public sector agency exercising functions under a relevant law must comply with a direction of the Treasurer under this section.\n> \n> > (5) Anything done by an electricity generator in compliance with a condition or endorsement of a relevant authorisation in relation to electricity generator assets of which a person is the new operator is taken to have been done by the new operator for the purposes of any corresponding condition or endorsement of a relevant authorisation granted to the new operator pursuant to a direction under this section.\n> \n> > (6) A relevant authorisation granted to an electricity generator or to the new operator of electricity generator assets may not be suspended or cancelled on the ground of the conversion of the electricity generator or new operator to a company or on the ground of any change that has occurred in the officers or shareholders of the company as a result of that conversion or pursuant to a transaction arrangement.\n> \n> > (7) In this section—\n> > \n> > grant includes issue and transfer.\n> > \n> > new operator of electricity generator assets means—\n> > \n> > > (a) a public sector agency to which any electricity generator assets are transferred for the purposes of an authorised transaction, or\n> > \n> > > (b) a person (or the nominee of a person) in whom electricity generator assets are vested, or to whom electricity generator assets are transferred, pursuant to an authorised transaction.\n> > \n> > relevant authorisation means a licence, permit, consent, entitlement, accreditation or other authorisation under a relevant law.\n> > \n> > relevant law means any of the following Acts and any regulations or instruments under those Acts—\n> > \n> > > [Electricity Supply Act 1995](/view/html/inforce/current/act-1995-094)\n> > \n> > > [Energy Services Corporations Act 1995](/view/html/inforce/current/act-1995-095)\n> > \n> > > [Gas Supply Act 1996](/view/html/inforce/current/act-1996-038)\n> > \n> > > [Protection of the Environment Operations Act 1997](/view/html/inforce/current/act-1997-156)\n> > \n> > > [Water Act 1912](/view/html/inforce/current/act-1912-044)\n> > \n> > > [Water Management Act 2000](/view/html/inforce/current/act-2000-092)","sortOrder":21},{"sectionNumber":"19","sectionType":"section","heading":"Acquisition of land by Electricity Assets Ministerial Holding Corporation","content":"#### 19 Acquisition of land by Electricity Assets Ministerial Holding Corporation\n\n19 Acquisition of land by Electricity Assets Ministerial Holding Corporation\n\n> > (1) The Electricity Assets Ministerial Holding Corporation may, for the purposes of an authorised transaction, acquire land (including an interest in land) by agreement or by compulsory process in accordance with the [Land Acquisition (Just Terms Compensation) Act 1991](/view/html/inforce/current/act-1991-022) that the Corporation determines to be—\n> > \n> > > (a) land on which electricity generator assets of an electricity generator were situated on the date of assent to this Act and continue to be situated, or\n> > \n> > > (b) land that on the date of assent to this Act was used or occupied by an electricity generator for or in connection with the exercise of any function of the electricity generator and that continues to be so used or occupied.\n> \n> > (2) In the case of land used (but not occupied) by an electricity generator for or in connection with the exercise of any function of the electricity generator, such as land used for the purposes of access, the power conferred by this section to acquire the land is limited to a power to acquire an interest in the land sufficient to allow that use of the land to continue.\n> \n> > (3) A public sector agency is not entitled to compensation under the [Land Acquisition (Just Terms Compensation) Act 1991](/view/html/inforce/current/act-1991-022) as the owner of land acquired pursuant to this section.\n> \n> > (4) Land acquired by the Corporation pursuant to this section is deemed to be an asset of an electricity generator for the purposes of this Act and the Corporation is deemed to be an electricity generator for the purposes of this Act while it holds the land.\n> \n> Note—\n> \n> Land acquired pursuant to this section is an electricity generator asset for the purposes of an authorised transaction (whether or not it was an electricity generator asset before it was acquired).","sortOrder":22},{"sectionNumber":"Part 5","sectionType":"part","heading":"Operation of other laws","content":"# Part 5 Operation of other laws\n\nPart 5 Operation of other laws","sortOrder":23},{"sectionNumber":"20","sectionType":"section","heading":"State taxes","content":"#### 20 State taxes\n\n20 State taxes\n\n> > (1) In this section—\n> > \n> > relevant matter means any of the following—\n> > \n> > > (a) the transfer of electricity generator assets for the purposes of an authorised transaction,\n> > \n> > > (b) a vesting of assets, rights or liabilities by operation of Schedule 4 (Vesting of assets, rights and liabilities) and anything certified by the Treasurer as having been done in consequence of such a vesting (for example, the transfer or registration of an interest in land),\n> > \n> > > (c) the issue, disposal or purchase of shares or other securities in a company for the purposes of an authorised transaction,\n> > \n> > > (d) any matter connected with the corporate conversion of an electricity generator or transaction SOC for the purposes of an authorised transaction,\n> > \n> > > (e) such other matters for the purposes of an authorised transaction as may be prescribed by the regulations.\n> > \n> > State tax means application or registration fees, duty under the [Duties Act 1997](/view/html/inforce/current/act-1997-123) or any other tax, duty, fee or charge imposed by any Act or law of the State.\n> \n> > (2) State tax is not payable by a public sector agency in relation to a relevant matter.\n> \n> > (3) State tax is not payable by a person or body (other than a public sector agency) in relation to a relevant matter to such extent (if any) as the Treasurer may direct by order in writing, either generally or in a particular case.\n> \n> > (4) An order may be made by the Treasurer under this section before or after the liability to pay the State tax concerned accrues.\n> \n> > (5) The Treasurer must give a copy of an order under this section to the Chief Commissioner of State Revenue.","sortOrder":24},{"sectionNumber":"21","sectionType":"section","heading":"Management of electricity trading risks—competition exemption","content":"#### 21 Management of electricity trading risks—competition exemption\n\n21 Management of electricity trading risks—competition exemption\n\n> > (1) The following are specifically authorised by this Act for the purposes of the [Competition and Consumer Act 2010](http://www.legislation.gov.au/) of the Commonwealth and the Competition Code of New South Wales—\n> > \n> > > (a) any agreement (including any electricity derivative agreement) entered into by an electricity generator or transaction entity in connection with the management of electricity trading risks and certified by the Treasurer for the purposes of this section to be an agreement entered into with the approval of or at the direction of the Treasurer,\n> > \n> > > (b) the conduct of the parties in negotiating and entering into any such agreement,\n> > \n> > > (c) the conduct of the parties (and of the successors, substitutes or assigns of the parties) in performing any such agreement.\n> \n> > (2) Anything authorised to be done by this section is authorised only to the extent (if any) that it would otherwise contravene Part IV of the [Competition and Consumer Act 2010](http://www.legislation.gov.au/) of the Commonwealth or the Competition Code of New South Wales.","sortOrder":25},{"sectionNumber":"22","sectionType":"section","heading":"General relationship of Act with other State legislation","content":"#### 22 General relationship of Act with other State legislation\n\n22 General relationship of Act with other State legislation\n\n> > (1) None of the following provisions operate to prevent, restrict or otherwise limit the carrying out of a transaction arrangement or the exercise of a function for the purposes of an authorised transaction—\n> > \n> > > (a) any provision of the [State Owned Corporations Act 1989](/view/html/inforce/current/act-1989-134),\n> > \n> > > (b) any provision of the constitution of a statutory SOC or a subsidiary of a statutory SOC,\n> > \n> > > (c) section 11 (Prohibition on privatisation of energy services corporations) of the [Energy Services Corporations Act 1995](/view/html/inforce/current/act-1995-095).\n> \n> > (2) In the event of any inconsistency between the provisions of this Act or the regulations and a provision of any other State legislation that is prescribed by the regulations as an inconsistent provision for the purposes of this section, the provisions of this Act or the regulations (as the case may be) prevail to the extent of the inconsistency.\n> \n> > (3) The requirements of any other Act (whether enacted before or after this Act) for the approval by resolution of either or both Houses of Parliament (or by Act) of any act that constitutes the transfer of electricity generator assets for the purposes of an authorised transaction is satisfied by the enactment of this Act.","sortOrder":26},{"sectionNumber":"23","sectionType":"section","heading":"Release of information by Auditor-General","content":"#### 23 Release of information by Auditor-General\n\n23 Release of information by Auditor-General\n\n> Section 38 (Secrecy) of the Government Sector Audit Act 1983 does not apply to or in respect of a report or communication that the Treasurer authorises the Auditor-General to make to a person for the purposes of an authorised transaction.\n> \n> **s 23:** Am 2018 No 70, Sch 4.28.","sortOrder":27},{"sectionNumber":"24","sectionType":"section","heading":"Contracts for sale of land","content":"#### 24 Contracts for sale of land\n\n24 Contracts for sale of land\n\n> Section 52A (Contracts for sale of land) of the [Conveyancing Act 1919](/view/html/inforce/current/act-1919-006) does not apply to a contract for the sale of land that is entered into for the purposes of an authorised transaction.","sortOrder":28},{"sectionNumber":"25","sectionType":"section","heading":"Protection of contractual and other obligations","content":"#### 25 Protection of contractual and other obligations\n\n25 Protection of contractual and other obligations\n\n> > (1) This section applies to the following—\n> > \n> > > (a) the operation of this Act (including any order under this Act and anything done or omitted to be done under or for the purposes of this Act),\n> > \n> > > (b) the transfer of electricity generator assets for the purposes of an authorised transaction,\n> > \n> > > (c) the entering into or performance of obligations under a transaction arrangement by a public sector agency,\n> > \n> > > (d) a disclosure of information by, on behalf of or with the consent of a public sector agency for the purposes of an authorised transaction.\n> \n> > (2) None of the matters or things to which this section applies are to be regarded as—\n> > \n> > > (a) a breach of contract or confidence or otherwise as a civil wrong, or\n> > \n> > > (b) a breach of any instrument (including, without limitation, any provision prohibiting, restricting or regulating the assignment or transfer of assets, rights or liabilities) or as requiring any act to be done under an instrument, or\n> > \n> > > (c) giving rise to any right or remedy by a party to a contract or other instrument, or as causing or permitting the termination of, or exercise of rights under, any contract or other instrument, or\n> > \n> > > (d) an event of default under any contract or other instrument, or\n> > \n> > > (e) giving rise to a breach of or an offence against a provision of an Act that prohibits or restricts the disclosure of information, or\n> > \n> > > (f) releasing a surety or other obligee wholly or in part from an obligation.\n> \n> > (3) Subsection (2) does not affect the rights and obligations of the parties to a transaction arrangement in respect of the performance of obligations under the transaction arrangement.\n> \n> > (4) In this section—\n> > \n> > instrument means an instrument (other than an instrument made under this Act) or any other document that creates, modifies or extinguishes rights or liabilities (or would do so if lodged, filed or registered in accordance with any law), and includes any judgment, order, process or other instrument issued by a court or tribunal.","sortOrder":29},{"sectionNumber":"26","sectionType":"section","heading":"Compensation not payable","content":"#### 26 Compensation not payable\n\n26 Compensation not payable\n\n> > (1) Compensation is not payable by or on behalf of the State—\n> > \n> > > (a) because of the enactment or operation of this Act, or for any consequence of that enactment or operation, or\n> > \n> > > (b) because of any statement or conduct relating to the enactment of this Act.\n> \n> > (2) This section does not extend to compensation payable under a transaction arrangement to a party to the transaction arrangement in connection with the performance of obligations under the transaction arrangement.\n> \n> > (3) In this section—\n> > \n> > compensation includes damages or any other form of monetary compensation.\n> > \n> > conduct includes any act or omission, whether unconscionable, misleading, deceptive or otherwise.\n> > \n> > operation of this Act includes the operation of any notice or order under this Act and any agreement entered into under or for the purposes of this Act.\n> > \n> > statement includes a representation of any kind—\n> > \n> > > (a) whether made verbally or in writing, and\n> > \n> > > (b) whether negligent, false, misleading or otherwise.\n> > \n> > the State means the Crown within the meaning of the [Crown Proceedings Act 1988](/view/html/inforce/current/act-1988-070), and includes a public sector agency and an officer, employee or agent of the Crown or a public sector agency.","sortOrder":30},{"sectionNumber":"Part 6","sectionType":"part","heading":"Miscellaneous","content":"# Part 6 Miscellaneous\n\nPart 6 Miscellaneous","sortOrder":31},{"sectionNumber":"27","sectionType":"section","heading":"Delegation","content":"#### 27 Delegation\n\n27 Delegation\n\n> The Treasurer may delegate to the Secretary of the Treasury, or to any other Public Service employee prescribed by the regulations, any function of the Treasurer under this Act except this power of delegation.\n> \n> **s 27:** Am 2015 No 15, Sch 3.22 \\[1\\].","sortOrder":32},{"sectionNumber":"28","sectionType":"section","heading":"Act to bind State and other jurisdictions","content":"#### 28 Act to bind State and other jurisdictions\n\n28 Act to bind State and other jurisdictions\n\n> > (1) This Act binds the State and, in so far as the legislative power of the Parliament of New South Wales permits, the other States, the Territories and the Commonwealth.\n> \n> > (2) Without limiting subsection (1), this Act has effect despite any privilege or immunity of the Crown in any of its capacities.\n> \n> > (3) This Act does not make any State or Territory, the Commonwealth, or the Crown in any of its capacities, liable to be prosecuted for an offence.\n> \n> > (4) A reference in this section to a State, Territory or the Commonwealth includes a reference to the Government of the State, Territory or Commonwealth.","sortOrder":33},{"sectionNumber":"29","sectionType":"section","heading":"Extraterritorial operation of Act","content":"#### 29 Extraterritorial operation of Act\n\n29 Extraterritorial operation of Act\n\n> > (1) It is the intention of the Parliament of New South Wales that the operation of this Act should, as far as possible, include operation in relation to the following—\n> > \n> > > (a) things situated in or outside the territorial limits of the State,\n> > \n> > > (b) acts, transactions and matters done, entered into or occurring in or outside the territorial limits of the State,\n> > \n> > > (c) things, acts, transactions and matters (wherever situated, done, entered into or occurring) that would, apart from this Act, be governed or otherwise affected by the law of another State, a Territory, the Commonwealth or a foreign country.\n> \n> > (2) Without limiting subsection (1), it is the intention of the Parliament of New South Wales that the provisions of this Act have an operation in relation to the things, acts, transactions and matters referred to in that subsection even if the rules of private international law (whether at general law or as provided by legislation) would require the application of a law other than this Act instead of the provisions of this Act.","sortOrder":34},{"sectionNumber":"30","sectionType":"section","heading":"Construction of Act and instruments so as not to exceed legislative power","content":"#### 30 Construction of Act and instruments so as not to exceed legislative power\n\n30 Construction of Act and instruments so as not to exceed legislative power\n\n> > (1) Unless a contrary intention appears, if a provision of this Act or an instrument made under this Act—\n> > \n> > > (a) would, apart from this section, have an invalid application, but\n> > \n> > > (b) also has at least one valid application,\n> > \n> > it is the intention of the Parliament of New South Wales that the provision is not to have the invalid application, but is to have every valid application.\n> \n> > (2) Despite subsection (1), the provision is not to have a particular valid application if—\n> > \n> > > (a) apart from this section, it is clear, taking into account the provision’s context and the purposes or objects underlying this Act, that the provision was intended to have that valid application only if every invalid application, or a particular invalid application, of the provision had also been within the legislative power of the Parliament of New South Wales, or\n> > \n> > > (b) the provision’s operation in relation to that valid application would be different in a substantial respect from what would have been its operation in relation to that valid application if every invalid application, or a particular invalid application, of the provision had been within the legislative power of the Parliament of New South Wales.\n> \n> > (3) Subsection (2) does not limit the cases in which a contrary intention may be taken to appear for the purposes of subsection (1).\n> \n> > (4) This section is in addition to, and not in derogation of, section 31 of the [Interpretation Act 1987](/view/html/inforce/current/act-1987-015).\n> \n> > (5) In this section—\n> > \n> > application means an application in relation to—\n> > \n> > > (a) one or more particular persons, things, matters, places, circumstances or cases, or\n> > \n> > > (b) one or more classes (however defined or determined) of persons, things, matters, places, circumstances or cases.\n> > \n> > invalid application, in relation to a provision, means an application because of which the provision exceeds the legislative power of the Parliament of New South Wales.\n> > \n> > valid application, in relation to a provision, means an application which, if it were the provision’s only application, would be within the legislative power of the Parliament of New South Wales.","sortOrder":35},{"sectionNumber":"31","sectionType":"section","heading":"Certificate evidence","content":"#### 31 Certificate evidence\n\n31 Certificate evidence\n\n> A certificate purporting to be signed by the Treasurer or an officer prescribed by the regulations certifying that an order specified or referred to in the certificate is an order made by the Treasurer under a specified provision of this Act is admissible in evidence in any legal proceedings and is evidence of the matters certified.","sortOrder":36},{"sectionNumber":"32","sectionType":"section","heading":"Service or giving of documents","content":"#### 32 Service or giving of documents\n\n32 Service or giving of documents\n\n> > (1) A document that is authorised or required by this Act or the regulations to be served on or given to any person may be served or given—\n> > \n> > > (a) in the case of a natural person—\n> > > \n> > > > (i) by delivering it to the person personally, or\n> > > \n> > > > (ii) by sending it by post to the address specified by the person for the giving or service of documents or, if no such address is specified, the residential or business address of the person last known to the person giving or serving the document, or\n> > > \n> > > > (iii) by sending it by facsimile transmission to the facsimile number of the person, or\n> > \n> > > (b) in the case of a body corporate—\n> > > \n> > > > (i) by leaving it with a person apparently of or above the age of 16 years at, or by sending it by post to, the head office, a registered office or a principal office of the body corporate or to an address specified by the body corporate for the giving or service of documents, or\n> > > \n> > > > (ii) by sending it by facsimile transmission to the facsimile number of the body corporate.\n> \n> > (2) Nothing in this section affects the operation of any provision of a law or of the rules of a court authorising a document to be served on a person in any other manner.","sortOrder":37},{"sectionNumber":"33","sectionType":"section","heading":"Regulations","content":"#### 33 Regulations\n\n33 Regulations\n\n> The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act.","sortOrder":38},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":"Interpretative provisions","content":"# Schedule 1 Interpretative provisions\n\nSchedule 1 Interpretative provisions\n\n(Section 3)","sortOrder":39},{"sectionNumber":"Schedule 2","sectionType":"schedule","heading":"Provisions concerning transaction SOCs","content":"# Schedule 2 Provisions concerning transaction SOCs\n\nSchedule 2 Provisions concerning transaction SOCs\n\n(Section 8)\n\n**sch 2:** Am 2015 No 15, Sch 3.22 \\[2\\].","sortOrder":46},{"sectionNumber":"Schedule 3","sectionType":"schedule","heading":"Corporate conversion of electricity generators and transaction SOCs","content":"# Schedule 3 Corporate conversion of electricity generators and transaction SOCs\n\nSchedule 3 Corporate conversion of electricity generators and transaction SOCs\n\n(Section 9)","sortOrder":52},{"sectionNumber":"Schedule 4","sectionType":"schedule","heading":"Vesting of assets, rights and liabilities","content":"# Schedule 4 Vesting of assets, rights and liabilities\n\nSchedule 4 Vesting of assets, rights and liabilities\n\n(Section 13)","sortOrder":56},{"sectionNumber":"Schedule 5","sectionType":"schedule","heading":"Ownership restrictions in floated transaction companies","content":"# Schedule 5 Ownership restrictions in floated transaction companies\n\nSchedule 5 Ownership restrictions in floated transaction companies","sortOrder":69},{"sectionNumber":"Schedule 6","sectionType":"schedule","heading":"Savings, transitional and other provisions","content":"# Schedule 6 Savings, transitional and other provisions\n\nSchedule 6 Savings, transitional and other provisions\n\n**sch 6:** Am 2017 No 17, Sch 4.25.","sortOrder":99},{"sectionNumber":"Schedule 7","sectionType":"schedule","heading":null,"content":"# Schedule 7\n\nSchedule 7 (Repealed)\n\n**sch 7:** Rep 1987 No 15, sec 30C.","sortOrder":105}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"The Act has been amended at least four times since its original 2012 enactment (with version changes in June 2012, July 2015, July 2018, and July 2021), suggesting its scope has evolved over time — likely expanding, refining, or winding back the range of assets or transaction types covered as NSW's electricity sector restructuring progressed. The fact that some provisions still have not commenced as of 2021 — nearly a decade after enactment — also suggests the original full scope has not been fully implemented, indicating a narrowing or staged application compared to what may originally have been intended."},"complexity_factors":["Involves intersection of corporate law, administrative law, and energy sector regulation","Deals with government asset transactions which typically involve complex legal structures (trusts, subsidiaries, vesting orders)","Multiple versions over time (amended in 2015, 2018, and 2021) suggest evolving scope and provisions","Not all provisions have commenced, creating a two-tier operative structure that requires careful reading","Interacts with broader NSW electricity sector legislation and possibly Commonwealth energy market laws","Provisions authorising government transactions typically include detailed definitions, exclusions, and liability protections that add layers of complexity","Limited substantive text is available in this excerpt, making full assessment difficult — the actual operative provisions are not shown here"],"plain_english_summary":"## Electricity Generator Assets (Authorised Transactions) Act 2012 (NSW)\n\n**What is this?**\nThis is a NSW law that authorises the government to carry out specific transactions (deals) involving electricity generation assets — things like power stations and related infrastructure owned by the state.\n\n**What does it do?**\nIn plain terms, this Act gives the NSW government legal authority to sell, lease, transfer, or otherwise deal with electricity generation assets that are owned by government-linked entities. It creates a framework for privatising (selling to private owners) or restructuring state-owned electricity generation businesses in an orderly and legally protected way.\n\n**Who does it affect?**\n- **NSW taxpayers and electricity consumers** — decisions made under this Act shape who owns and operates power generation in NSW, which can affect electricity prices and reliability.\n- **State-owned electricity corporations** — entities like government-owned power companies whose assets may be subject to transactions.\n- **Private investors and businesses** — companies that may purchase or take on leases of these government electricity assets.\n- **Employees** of affected electricity businesses, whose employment conditions may be impacted by ownership changes.\n\n**Why does it matter?**\nThe Act provides the legal 'green light' for the government to restructure or sell off parts of the state electricity generation sector. Without this specific authorisation, such major transactions could be challenged as beyond the government's normal powers. It also likely contains protections and conditions around how these deals must be conducted.\n\n**Current status:**\nThe Act has been in force since 2012 and has been updated several times, with the current version in force from 1 July 2021. Notably, **not all provisions have yet commenced** — meaning some parts of the law are still 'switched off' and not yet active. The Treasurer is the responsible minister."},"kimi_summary":{"_metrics":{"completionTokens":730},"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":false,"description":"The legislation appears consistent with its original purpose of enabling the privatisation of electricity generation assets. The extensive provisions for worker protections, ownership restrictions, and special corporate structures are ancillary mechanisms to facilitate that core purpose rather than scope expansion."},"complexity_factors":["Extensive cross-referencing with other Acts (State Owned Corporations Act 1989, Energy Services Corporations Act 1995, Corporations Act 2001, etc.)","Multiple special-purpose entities created (transaction SOCs, transaction companies, Electricity Assets Ministerial Holding Corporation)","Detailed ownership restriction regime in Schedule 5 with complex definitions of 'stake', 'associates', 'voting power', and 'direct control interests'","Nested conditional logic in employee protection provisions (different rules for permanent, temporary, casual, and contract employees)","Schedule 5 contains 23 clauses with intricate tracing rules for corporate control through trusts, subsidiaries, and associated persons","Multiple layers of disapplication and override of other legislation (sections 22, 25, Schedule 5 clause 21)","Vesting order mechanism in Schedule 4 with automatic transfer of proceedings, rights, and liabilities without conventional conveyancing"],"plain_english_summary":"**What this law does:**\n\nThis Act allows the NSW Government to **sell off (privatise) state-owned electricity generation assets** — power stations and related infrastructure — to private companies or investors.\n\n**Who it affects:**\n- **Electricity generators** — state-owned corporations like Eraring Energy that generate electricity\n- **Workers** — employees of these generators whose jobs may transfer to private employers\n- **Private buyers** — companies or investors purchasing the assets\n- **The Treasurer** — who gets extraordinary powers to direct and control the entire process\n\n**Key things the law does:**\n\n- **Authorises sales** — Permits transfers of power stations and related assets from public to private ownership (Part 2)\n- **Creates special companies** — Allows creation of \"transaction companies\" to hold assets temporarily before sale, and lets the Treasurer convert state corporations into private companies (Schedules 2–3)\n- **Protects workers** — Guarantees transferred employees 2–4 years of job protection and preserves their leave entitlements, superannuation, and service continuity (sections 14–16)\n- **Directs the money** — Sale proceeds go to the State and into the \"Restart NSW Fund\" for infrastructure projects, though the Treasurer can deduct costs, debts, and taxes first (section 6)\n- **Overrules other laws** — Specifically overrides the usual prohibition on privatising energy services corporations and displaces normal corporations law (section 22, Schedule 5)\n- **Imposes ownership limits** — For 2 years after a public float, no single investor can hold more than a prescribed percentage of shares (Schedule 5)\n- **Shields the State from liability** — No compensation payable for the privatisation itself, and protects the State from various legal claims (section 26)\n\n**Why it matters:**\nThis is the legal machinery for a major privatisation of public electricity assets. It concentrates enormous power in the Treasurer, creates special corporate structures to facilitate sales, and includes worker protections to soften the impact of privatisation."},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":false,"description":"No change of substantive scope is apparent within the supplied text. The Act consistently authorises transfers of electricity generator assets, vests broad implementation discretion in the Treasurer, channels proceeds to the Restart NSW Fund (subject to specified deductions), and contains ancillary corporate, vesting, employment and ownership‑restriction measures. Schedule 5 (ownership restrictions for floated companies) is subject to commencement by proclamation (s2(2)) and relies on regulations for key parameters, but that is a timing and detail implementation feature rather than a change of scope."},"complexity_factors":["Very broad discretionary powers vested in the Treasurer over nearly all aspects of authorised transactions (s7, s11, s18, s27).","Multiple transfer mechanisms (direct sale, sale of a transaction entity, corporate conversion, vesting orders) with different legal effects (s3 in Sch 1, s9, Sch 3, Sch 4).","Conclusive and non-reviewable certificates for corporate conversion and vesting in some cases (Sch 3 cl 2; Sch 4 cl 9; s31), which raise legal‑procedural complexity.","Extensive interaction and explicit displacement of other State legislation and parts of Corporations legislation (s22; Sch 5 cl 21), requiring careful cross‑statutory interpretation.","Detailed, technical ownership‑restriction regime for floated companies with complex definitions of associates, stakes and control, plus prescribed parameters left to regulation (Sch 5 Parts 1–5).","Several operational rules and key parameters are delegated to regulations (e.g. maximum ownership level, classes of excluded interests) increasing dependence on subordinate law (Sch 5 cl 1(2), cl 16(1)(b)).","Employment and industrial provisions intersect with award and superannuation law, including transfer payment caps and employment guarantees (ss 14–16), creating layered entitlements.","Statutory immunities and limitations on compensation and contractual remedies (s25, s26) complicate risk allocation analysis for private parties."],"plain_english_summary":"What the Act does, mechanically\n\n- Authorises transfers of electricity generation businesses and related assets to other public agencies or to private buyers (an \"authorised transaction\"). The power to permit and implement those transfers is concentrated in the Treasurer (s4, s5, s7, s13).  \n\n- Directs the sales proceeds to the Restart NSW Fund (s6(1)–(2)). The Treasurer may approve specific deductions from sale proceeds to repay public-sector debt, reimburse taxes or fees paid by agencies, meet liabilities and meet expenses incurred for the transaction (s6(3)–(5)). Amounts paid as State tax and certified by the Treasurer are excluded from the proceeds (s6(4)).\n\n- Provides several practical mechanisms to carry transfers out without separate consent processes or re‑registration steps: the Treasurer can create statutory State Owned Corporations as \"transaction SOCs\" (s8, Sch 2), establish or convert companies as \"transaction companies\" and direct share issues and sales (s9, Sch 3), and make vesting orders that transfer assets, rights and liabilities by order rather than by individual transfers (s13, Sch 4).\n\nWho decides and exercises power\n\n- The Treasurer has broad, express powers to do anything necessary or convenient to effect an authorised transaction (s7). Those powers include directing public agencies about grants of licences or authorisations (s18), giving directions to electricity generators and transaction entities that must be complied with while they remain public sector agencies (s11), making vesting orders (s13, Sch 4), and directing accounting policies for transfers between public sector agencies (Sch 4 cl 12).\n\nKey administrative and evidentiary features\n\n- The Treasurer may issue certificates and orders that are admissible and taken to be conclusive evidence in proceedings (Sch 3 cl 2, Sch 4 cl 9–11; s31).  \n\n- Registration authorities must accept certificates lodged by public sector transferees or transferors without requiring information in any particular form and may not charge fees for registration actions connected to vesting orders (Sch 4 cl 10).\n\nEmployee, industrial and apprenticeship arrangements\n\n- The Treasurer may transfer employees between public sector agencies and preserve their employment continuity, leave entitlements and superannuation arrangements on transfer (s14).  \n\n- The Treasurer or public sector agency may make transfer payments to employees who move to private sector employment; such payments are capped at 30 weeks' base pay (s15(1)–(2)). The Act also limits other severance entitlements simply because an employee ceases to be a public sector employee as a result of a transaction (s15(3)).  \n\n- Eligible employees transferred to private employers have an employment guarantee against termination for a stated period (typically 2 years for permanent staff) subject to limited exceptions for misconduct or proper disciplinary processes (s16(1)–(3)). The Treasurer must take reasonable steps to ensure that, across relevant private employers, at least 150 apprenticeships are maintained during employment guarantee periods (s16(4)).\n\nInteraction with other laws and limits on remedies\n\n- The Act is expressed to operate notwithstanding a range of State laws and to prevail over inconsistent State provisions prescribed by regulation; it also satisfies parliamentary approval requirements for transfers by being the enabling statute (s22).  \n\n- The Act exempts certain acts from constituting breaches of contract, confidence or other civil wrongs when they are done for the purposes of an authorised transaction (s25). It also provides that compensation is not payable by or on behalf of the State for the enactment or operation of the Act or statements/conduct relating to it (with limited exceptions for payments due under transaction arrangements) (s26).\n\nOther specific operational matters\n\n- State taxes and certain registration fees are not payable by public sector agencies for relevant matters; the Treasurer may direct that private persons be exempted in whole or in part (s20).  \n\n- The Act authorises, for competition-law purposes, electricity trading risk-management agreements that are certified by the Treasurer (s21). That authorisation applies only to the extent a contract or conduct would otherwise contravene Part IV of the Commonwealth Competition and Consumer Act 2010 or the NSW Competition Code.\n\n- For sales by initial public offer, the Act can impose temporary ownership restrictions and related reporting, record-keeping and remedial powers (Schedule 5). The maximum ownership level is set by regulation, the restriction period defaults to two years from listing unless the regulations provide otherwise, and the Supreme Court may make remedial orders if a prohibited ownership situation arises (Sch 5 cl 1–4, 8).\n\nWho pays, who benefits, and incentives created (source citations)\n\n- The purchaser of assets pays the transaction proceeds to the State; those proceeds are payable into the Restart NSW Fund (s6(1)–(2)). The Treasurer may direct deductions from proceeds to repay agency debt, reimburse taxes/fees paid by agencies, satisfy liabilities, or meet reasonable expenses incurred by agencies in connection with the transaction (s6(3)–(5)).  \n\n- Transaction companies that remain public sector agencies may be converted to companies and have their shares issued, sold or transferred under Treasurer directions (s9(1), s9(5)). However, unless there is an express agreement, a transaction company’s debts are not guaranteed by the State (s9(3)). That allocation of risk makes the private purchaser or investor responsible for business and financial risks post‑sale, unless the Treasurer expressly guarantees otherwise.\n\n- The Treasurer’s certification and direction powers reduce administrative and regulatory frictions that would otherwise be required (for example, by allowing authorisations to be granted without separate licence applications or by modifying how relevant laws apply to grants of authorisations) (s18(1)–(4)).\n\nCompliance burden and enforcement (source citations)\n\n- Floated transaction companies must take all reasonable steps to avoid prohibited ownership situations and face criminal penalties for contravention (Sch 5 cl 4). Directors or persons concerned in management can be made liable if they knowingly authorised or permitted contraventions (Sch 5 cl 22).  \n\n- Member registers of floated companies must be kept within the State unless the Treasurer consents; breaches attract penalties (Sch 5 cl 6).  \n\n- Regulations may require record-keeping and information provision about ownership matters; penalties apply for non‑compliance (Sch 5 cl 7).\n\nConcrete trade-offs, opportunity costs and implementation risk (source-cited mechanisms, not judgments)\n\n- Concentration of decision-making in the Treasurer (s7, s11, s18, s27) centralises discretion: it speeds unilateral action but makes many implementation choices depend on executive decisions and certificates (Sch 3 cl 2; Sch 4 cl 9; s31). Certificates are conclusive and not reviewable in court for some conversion steps (Sch 3 cl 2). That reduces judicial review risk for the State but narrows remedies available to third parties.\n\n- The ability to vest assets by order (Sch 4) and to displace requirements of other State laws (s22) lowers transactional friction and registration work, but the Act also removes certain statutory protections and avenues for compensation (s25, s26), which shifts legal and commercial risk to private counterparties and affected stakeholders.\n\n- Tax and fee exemptions (s20) lower transactional costs for the State and can be extended to private persons at the Treasurer’s direction, affecting the net receipts from sales and altering incentives for bidders.\n\n- The competition-law authorisation for risk‑management contracts (s21) permits coordination in a narrow domain when Treasurer-certified; this changes the legal overlay for certain electricity trading contracts but applies only to the extent the arrangement would otherwise contravene competition law.\n\nImplementation and oversight details to watch\n\n- Extent and timing of Schedule 5 (ownership restrictions) depend on proclamation (s2(2)) and regulations (Sch 5 cl 1–3).  \n\n- Many operational rules are left to regulation (ownership percentages, classes of persons disregarded for stake calculations, record-keeping formality) (Sch 5 cl 1(2), cl 16(1)(b), cl 7). That means some key parameters are not fixed in the Act itself.\n\nBottom line\n\nMechanically, the Act creates a legal framework that authorises and streamlines the sale, vesting and corporate-conversion of State electricity generation assets, centralises execution and certification powers in the Treasurer, channels sale proceeds into the Restart NSW Fund (subject to Treasurer-authorised deductions), protects the State against some legal claims arising from the transactions, and sets limited employment protections and post‑sale ownership and reporting rules where shares are floated. Those features re-allocate transactional, legal and commercial risks along lines the Act sets out explicitly (see s6, s7, s9, s11, s13, s18, s20, s21, s25, s26, Schs 3–5)."}},"importantCases":[],"_links":{"self":"/api/acts/electricity-generator-assets-authorised-transactions-act-2012","history":"/api/acts/electricity-generator-assets-authorised-transactions-act-2012/history","analysis":"/api/acts/electricity-generator-assets-authorised-transactions-act-2012/analysis","conflicts":"/api/acts/electricity-generator-assets-authorised-transactions-act-2012/conflicts","importantCases":"/api/acts/electricity-generator-assets-authorised-transactions-act-2012/important-cases","documents":"/api/acts/electricity-generator-assets-authorised-transactions-act-2012/documents"}}