Banking and Finance

We have advised on a large number of transactions, with clients on both the creditor and debtor side. We understand how products in the capital structure operate. We also appreciate the different approaches and requirements of lenders, borrowers and investors in the current uneasy credit situation.

We have assisted our clients in executing secured transactions involving all forms of security, including bank and performance guarantees, pledges of assets, shares and movables, and going concerns, mortgages of immovable assets, etc.

Our lawyers have advised banks, real estate lenders, borrowers and investors on large scale transactions. Thus, we have gained considerable experience and good understanding of legal and other aspects of project finance on the Bulgarian market.

Our firm advises stakeholders on the legal aspects of projects and project financings across different industries. We provide a comprehensive advice on joint ventures and project structures, conduct legal due diligence assignments, assess risk allocation and review the financing arrangements and the relevant security packages.

Corporate / M&A

We consider corporate and commercial work, as well as M&A as the core activity of our practice. We service a range of international clients in different sectors of the economy and advise on a broad variety of corporate and commercial work.

We understand how important for you is the smooth and effective process of establishment of your operations in Bulgaria. In this regard we are in a position to render full scope advice and assistance on legal issues, including the overall framework for foreign investments in the country, advice on selecting the most appropriate legal form of business organisation and practical assistance in the process of setting up and registration.

We also advise and assist our clients in regulatory procedures before different governmental bodies for obtaining versatile approvals, licenses and registrations, preparation of all types of corporate documents, commercial agreements and related documentation. We also advise on any related tax, social security and employment issues arising in the context of your operations.

Our lawyers have in-depth knowledge and abundant practical experience in local, as well as international transactions for the acquisition and disposal of businesses, providing full range assistance to the seller or the buyer side.

We are aware of the entire process and can render high-profile assistance in each and every step until successful completion of the transaction, including:

  • Preliminary phase – introducing the client with the legal and regulatory framework, discussing the options for structuring the transaction and approaching the other party up until reaching of preliminary agreement in the form of a termsheet or letter of intent;
  • Legal due diligence phase – providing a focused report of the targeted business/corporate structure, outlining the key findings of our analysis and the recommended steps to be performed during transaction negotiations;
  • Determining the form of the deal – based on the clients intentions and due diligence findings we advise on the most appropriate form of the deal, i.e. shares deals or asset deals, transfers of going concerns, setting up of SPVs, mergers by way of acquisition, etc.;
  • Transaction documents phase – drafting and assisting in negotiation of the contractual documentation;
  • Regulatory approvals phase – assisting the client in obtaining the required concentration and regulatory clearances, other permits and authorizations;
  • Closing phase – monitoring the successful and punctual execution of the deal and all applicable procedures for the purpose of valid and indisputable transfer of the title and control, the receipt of the payment, the release of the seller’s representatives from the management bodies, etc.

Insolvency / Corporate recovery

The global economic crisis has imposed difficulties to a number of businesses. The outcome has been an increasing number of engagements for
closing down of different forms of establishments, initiation of insolvency procedures, as well as intra-group reorganizations and restructuring activities.

With our specific and expert knowledge of the regulatory framework, as well as hands on experience on complicated cases, we are valuable advisor to our clients, who can protect their interests to the highest possible extent against the solvency problems of their contractors and business partners.

You can rely on us from the diligent scrutiny of the legal status of your potential future contractors to on-going protection of your interests throughout the entangled insolvency proceedings initiated against your business partners and debtors. We also offer practical and commercial advice on a full range of contentious and non-contentious issues encountered in insolvencies.

Our lawyers have abundant experience in corporate restructuring and reorganization. We provide full scope advice and assistance, which comprises:

  • Preparing comparative overview of the possible options for corporate restructuring and their potential implications on the affected businesses, including preserving licenses and authorizations, impact on contractual relations with third parties, transferring personnel and major tax implications;
  • Preparing an action plan and time estimates for the reorganization, allowing accurate internal estimations by the management;
  • Providing practical assistance in implementing the chosen scenario for reorganization, including drafting of the relevant corporate documents and commercial agreements, obtaining the required government approvals, performing the necessary registrations, and
  • Ensuring successful completion of the restructuring process and setting up the legal parameters for the operation of the new forms of establishment.

Energy

Energy is one of the most important and fast changing industrial sectors both on a global level, as well as on a national level in Bulgaria. The worldwide problems related to greenhouse gas emissions reduction, growing global demand, security of supply and ageing energy assets are combined with the local specifics of Bulgarian energy market, such as: difficult transition from a regulated and centralized to liberalized market, insufficient grid capacity and need of significant investments for development and extension of the electricity grid, increasing electricity prices, etc.

The above specifics combined with the technical progress, increasing competition and stricter and constantly changing regulations require new and complex products and flexible approach.

Our team has the industry specific knowledge, experience and know-how combined with many years of advising on various areas of law. Therefore, we are capable of providing tailored advice meeting our clients’ complex needs and supporting them in each stage of their investments.

Our lawyers have advised numerous national and international energy suppliers and industrial enterprises in the energy sector involved in different activities (generation, transmission, distribution and supply, trading) and in different energy sectors (e.g. electricity, heating, renewables).

We have solid experience in renewables, as a hot topic of the sector over the last few years. Our services include among all: due diligence of renewable projects in different stage of their development, assistance in acquisition and/or disposal of such projects, drafting of joint-development agreements, regulatory advice on project development, etc.

We render a vast variety of services in the energy sector, including:

  • Advice on the entire lifecycle of energy assets, from consenting and planning process, through construction, financing, operation and maintenance
  • Practical assistance to sellers and acquirers in M&A transactions
  • Advice on the regulatory regimes and applicable legal requirements to the activity of different market participants
  • Practical assistance in licensing and other regulatory procedures
  • Drafting and negotiating agreements between sector participants, etc.

Employment

The labour law regulations in Bulgaria tend to be one of the most “conservative” sectors of our legislative system. On the other hand, employment is a fluid and fast-changing area of law in the EU and worldwide and this represents a challenge to local labour doctrine, court practice and legislators.

We understand that one of the crucial preconditions for our clients’ successful business operations is the wise management of their human resources and the consideration of the human factor. Our law firm can provide the adequate legal support and regulatory compliance assistance in this area by rendering informed, confidential and professional advice on the full range of employment issues. Our clients come to us to help them manage their risks and provide strategic advice on crucial employment-related issues, as well as day-to-day support.

Our key areas of employment advice include:

  • Employment relationships – drafting and negotiating employment agreements and policies; consulting and secondment arrangements; full support in lawful termination of employment relations; advice with regard to confidentiality and non-compete arrangements;
  • Restructuring – regulatory advice and practical assistance in labour related aspects of restructuring processes, as well as in redundancy procedures;
  • Mergers, acquisitions and outsourcing – advising on the employment aspects of mergers and takeovers, buyouts, outsourcings and other commercial transactions;
  • Expatriation – advising clients on immigration, related taxation issues and other legal requirements that arise when sending employees to foreign countries and recruiting from abroad;
  • Litigation – advising and representing clients in relation to all types of employment litigation, mediation and dispute resolution.

Immigration

We are aware that nowadays making business is a global adventure and challenge. Global organizations and multinational companies need integrated solutions to key employment and immigration issues when working across jurisdictions.

Corporations with international operations move their people around the world and need to do this efficiently. This requires professional and flexible legal immigration support.

Bulgarian legislative framework in the area of immigration law, like most jurisdictions, introduces quite restrictive and conservative regimes and procedures most of them involving considerable amount of time and documentation. Our lawyers are well aware of these procedures, as well as of the prevailing practices of the competent regulatory and controlling authorities, and are capable of leading you through these procedures while striving for the most effective outcome.

With a fundamental emphasis on compliance, we can help you get necessary visas, work and residences permits, determine applicable visa categories and advise on immigration topics and processes. We offer valuable insight into the effective immigration laws and policies. Our goal is to deliver legal advisory services so that your cross-border assignments are as successful as possible.

In addition, we provide immigration law advice and assistance also to foreign individuals seeking temporary or permanent settlement in Bulgaria for the purpose of arranging their lawful work and stay in the country.

Real Estate

During the booming real estate investment activity in Eastern Europe and in Bulgaria in particular over the greater part of the first decade of this century our lawyers have gained solid experience by providing legal advice to foreign and local investors in the financing and acquisition of real estate and the subsequent development of facilities of different purpose and scale. Our lawyers have the experience and the legal expertise to advise clients on all legal aspects related to real estate transactions.

However, in the last few years, in line with the global crisis, the real estate industry has been faced with significant challenges. Though investors are interested in real estate’s potential, they are increasingly selective about the opportunities they support. The current climate offers certain buying opportunity for those looking for bargains from distressed sellers keen to exit but the general hindrance for all is the funding gap. This has imposed a number of restructuring operations for real estate holders and developers in Bulgaria, as well as difficult negotiations for refinancing.

We can use our long time experience to help you in all legal issues of investor’s interest, including:

  • Performing real estate due diligence review
  • Providing deal structuring, drafting of possible legal schemes for acquisition of real estate properties, e.g. through asset deals, share deals, contributions in-kind, etc.
  • Advising on tax implications related to the different schemes of acquisitions
  • Assisting in negotiations with financial institutions for financing of the acquisition
  • Rendering practical assistance throughout the acquisition process until full and final transfer of the title over the targeted properties
  • Assisting in achieving refinancing of property portfolios and implementing restructuring processes, advising on real estate aspects of restructuring and insolvency work, including enforcement of securities
  • Advising in lettings, asset management, and sale arrangements.

Intellectual and industrial property

Respecting copyright and related rights is essential for development of creative industries.
Creating intellectual products requires not author’s creativity but also legal competence.

Our consultants have participated in expert activities concerning preparation of legal acts as well in their implementation by the competent courts in the area of intellectual property. They have significant experience in intellectual property protection. Our services include:

  • Consulting and assisting clients regarding regulatory procedures held before supervisory bodies for obtaining of desired registrations. Drafting all sorts of corporate documents, commercial agreements and related documents.
  • Providing legal representation before the Bulgarian Patent Office and preparing agreements and documents concerning protection, transfer and use of trademarks.
  • Providing assistance and issuing legal opinions on issues concerning regulation of copyright and related rights.
  • Providing legal protection and assistance against punitive acts issued by the administrative authorities.
  • Performing complete legal services in the area of editorial and producers’ activities.

ISO 9001 Standard

ISO 9001 is an international standard setting demands to quality control systems within an organisation. Through that standard the company demonstrates its ability to provide a product or service satisfying clients’ and regulatory demands by aiming continuous development of processes.

ISO 9001 is applicable to any organization irrespective of its size or scope of activity. It is aimed at increasing and improving the company’s corporate image, broadening market possibilities, creating a mechanism for control over fulfilment of clients’ demands, ensuring internal corporate rules and order, improving relations with clients and suppliers and providing continuous improvement of staff’s competences.

Our consultants are leading auditors trained in Lloyd`s Register Quality Assurance (LRQA) – Bulgaria. They have significant practical experience and have participated in implementation of quality control systems in the area of printing and polygraphic information and advertising through development, implementation and auditing of quality control systems.

We are providing the following services:

1. Review of company’s condition (Gap analysis):

  • Determining current business model in the company;
  • Analysing the conditions and determining the structure of the quality control system; and
  • Drafting of a plan-schedule for project implementation and other related documents.

2. Drafting documents for the Quality control system:

  • Preparing documents for the quality control system; and
  • Approving documents prepared by joint efforts of the consultants and the clients.

3. Implementation:

  • Organising trainings with client’s staff for project implementation;
  • Performing trial internal audits; and
  • Amending documents when it becomes necessary according to the audits.

4. Functioning:

  • Organising training with internal auditors; and
  • Performing internal audits.

5. Certification concerning relations:

  • Participating in the process of selecting of a certification organisation and during the performance of the company’s certification audit itself; and
  • Taking care of correcting mistakes set out in the audit reports.

6. Quality control systems maintenance:

  • Consulting through maintenance and development of the quality control system under Standard ISO 9001.

Technology, media and telecommunication laws

Technology, media and telecommunications sectors (TMT) are among the most dynamic areas of legal regulation reflecting the quick and radical advances in the social environment. In the last couple of years, Bulgarian law in the fields of technology, media and telecommunications has undergone significant changes attempting to become fully compliant with the international standards and acquis communautaire the European Union.

At the beginning of 21st century Bulgarian media law changed dramatically as a result of the privatization of the frequency resource. Following that significant foreign company entered the Bulgarian radio and television market. The liberalisation of the legislation stimulated the appearance of numerous television organisations, distributing channels via cable or satellite. Foreign investors acquired newspapers, magazines and polygraphic enterprises.

The dynamic development of IT has put TMT businesses to a test. We are ready to help you overcome all difficulties facing TMT companies, as we provide access to qualified legal assistance of high calibre.

Our consultants have acquired profound theoretical knowledge and a long-term practical experience, gained in regulatory and private organisations in the TMT business, public administrative and legislative bodies and expert work which allows us to offer a wide range of assistance, including:

  • Consulting and assisting clients regarding regulatory procedures held before supervisory bodies aimed at obtaining of licenses and registrations. We draft all sorts of corporate documents, commercial agreements and related instruments.
  • Consulting clients in tax, labour and social-security issues arising in the course of commercial TMT activities.
  • Assisting and drafting legal opinions related to regulatory TMT issues, including editorial contents and commercial speech.
  • Providing legal protection and assistance against penalties and administrative fines imposed by various public authorities.
  • Complete legal services in editorial, producing and commercial activity.
  • Assisting sellers and purchasers in M&A transactions in TMT related companies, including the performance of legal and regulatory due diligence.

Development of market economy in Bulgaria enabled the growth of advertising. The regulation of advertising covers various parts of the market aimed at ensuring fair competition and protection of consumer rights. Commercial communications obeys detailed ethical rules since 2009.

Nowadays, more than ever advertisers and advertising agencies need highly qualified legal expertise in creation and distribution of advertising messages.

Our law firm advises clients regarding legal ethical aspects of advertising activity:

  • Drafting agreements in the area of advertisement, sponsorship, etc.
  • Preparing legal opinions concerning regulation and self-regulation issues of advertising activities.
  • Providing legal protection and assistance against punitive administrative acts issued by the public authorities.