Practice

Transfer of shares and acceptance of a partner in Limited liability company (LTD) in compliance with antitrust laws

The Law Firm was assigned to execute the transfer of shares in a limited liability company (LTD), the control of the procedure of implementation of the commitments and obligations between the parties and the registration of the change in the capital structure in the respective registers. Specific in this case was the fact that the buyer of shares operates in the same market in which its business operates and the company whose shares were transferred

In this connection, the transaction needed an investigation of the matter whether authorization is required by the Commission for protection of competition by the possibility of establishing a dominant position of the participants in the transaction. After a made request on behalf of the client, the regulatory authority authorizes the transaction.

In addition, our team was responsible for preparation of corporate documents and to protect the rights and interests of the minority partner. The company contract was coordinated with the arrangements reached between the partners - a special procedure for convening and conduction of General assemblies of shareholders on special majorities within the competence of the General Assembly, distribution management and representation of the company, etc.

Practice: Corporate and Commercial Law

Connection with other practices: Banking and finance

Transfer of the vote right in Joint-stock company

Our client - a foreign legal entity, shareholder in Bulgarian company, asked the Law Firm for an opinion on the issue of the ability to transfer the exercise of his right of vote in favor of a third party. The client requested to be prepared also all documents, governing the relationship between the parties in this regard

Our lawyers have done a deep analysis of the issue, including the authorization of legal practice and provided the client reasoned proposal for a form that can be made in order to exercise the right of vote. The basis of the proposal was to guarantee the rights and interests of the client in order to enable the announcement of the powers for negligible

In the course of our the work we have prepared a special power of attorney and a contract, which included a commitment of the principal and the authorized person and their ability to effect the general assemblies of the shareholders of the Bulgarian company. The specific in this case was the need to harmonize the existing legal norms and rules of the Laws of the company with the specific regulations of local client’s legislations and the commitment by him arrangements to the other shareholders in the company. The additional feature was the fact that our client wishes to transfer the exercise of his rights to vote only to a part of his shares in the capital of the Bulgarian company.

Practice: Corporate and Commercial Law

Restructuring of shares and financial obligations

Law Firm was assigned provide a legal analysis of the client's company, corporate restructurings obligations to creditors and issue an opinion that contains options for solving the existing problems between the partners. Lawyers involved in the project, carried out a detailed investigation of the assets and liabilities of the company, in order to determine whether it is in insolvency and whether the initiation of proceedings for a declaration of bankruptcy to be started. The purpose of conducting a legal analysis of the company is to establish its actual condition and allow its owners to make realistic and reasonable choice whether the company to continue its activity.

At the same time our team was directly involved in the ongoing negotiations with the creditors of the company of the client. On behalf of the client we have prepared well reasoned proposals to credit institutions. The aim is to achieve better conditions and to give the company of our client the opportunity to restart its activities, providing a period in which the company will restore its positions.

Meanwhile, through the drafting and signing of a group of financial agreements, we have achieved better conditions for crediting to the company by third parties, as the existing liabilities were transferred to the new creditor and had extended the deadline for the return of granted credit. Part of our commitment in this case was the establishment of guarantees in favor of the assignee.

The Law Firm was involved in the restructuring of the shareholding in the company. Our team is assigned to find a solution to the specific situation at which the company's management is faced. Our task is to solve the problems associated with the convening and conduction of general assemblies of shareholders, who have no solution in the current legislation. Our team is working on the creation of the relevant corporate documents, where a simplified procedure for convening and conduction of general assemblies and determine the working majority to be settled.

Practice: Corporate and Commercial Law

Connection with other practices: Banking and finance

Restructuring and financing of shares in a company with special purpose

Our long term client, together with his foreign partner, has invested in the development and management of tourist apartment complex, located on the northern coast of the Black Sea, has asked the Law Firm for assistance in restructuring and implementation of the project financing and shareholding of the partners in a company established specifically for this purpose

The Law Firm commitments of the project included the preparation of a legal analysis, which should contain specific proposals for carrying out the restructuring, including the possible forms and procedures. The Lawyers who were involved in the work on the case, determined the conditions for the transfer of shareholding of the leaving investment partner, and participated in the renegotiation of the terms of contracts for the project.

The team of the Law Firm has participated in conducting of negotiations between the parties, and advised the client in arranging guarantees for the transaction. Some of the services provided include preparation and coordination of all documents (including contracts for assignment of claims, notifications and confirmations, corporate documents of the parties for the transfer of shares, amendments in management authorities, etc). Our commitments included supervision of the transfer of shareholdings in the company, implementing the project, compliance with the guarantees provided and the registration of the transfer in the relevant registers.

Practice: Corporate and Commercial Law

Registration of trade representative office of foreign bank at the territory of Bulgaria

Our client - a foreign bank, asked us for assistance in its penetration of the Bulgarian market. Intentions of the client were to create a representative office at the territory of the country and to launch a network of contacts and find a potential partners. The Law Firm was assigned to carry out a procedure for the establishment and registration of a trade representative office of a foreign bank in Bulgaria. Our team has provided in this regard legal services included the preparation of a legal opinion on the requirements of the Bulgarian and European legislation.

In this case it was necessary to comply with the specific local customer legislation governing the banking Institution, the bank's internal rules related to the establishment of trade representative office abroad and powers of the governing authorities and the documents that the parent company was required to prepare and present to the Bulgarian authorities. In this regard, our team has been working with members of the legal department of the client.

The client was consulted in connection with the structuring of the trade representative office, including we have prepared relevant internal rules and documentation for the representative office and its personnel. Some of the provided services include entering of representative office in the Commercial Register at the Bulgarian Chamber of Commerce and Bulstat Register.

In addition, our team advised the client on tax and labor issues related to the operation of the trade representative office. We have provided consultations on employment rights and obligations of trade representative office in its role of an employer in its relations with the person referred to its supervisor and ways the representative office to recruit personnel. At the same time, the client was consulted in matters of tax law related to the status of the representative office and its tax obligations and legal responsibilities.

Practice: Corporate and Commercial Law

Transfer of shares from the capital of a public company outside the regulated market (OTC)

The Law Firm was assigned to provide advice and representation in connection with the sale of shares of Bulgarian public company outside the regulated market (OTC). The transaction was carried out on behalf of a foreign legal entity as the shares were transferred to specially established joint stock company with foreign capital. Our team has prepared a detailed legal analysis of the characteristics of the group of transactions which were executed, and the applicability of the rules of the regulated market.

Our lawyers were deeply involved in the negotiations between the parties and in structuring the terms of the deal. Our team was asked to provide all documents related to the ownership of shares and the absence of any encumbrances thereon, and preparation of agreements on the transaction. Some of our duties include monitoring to the transfer of rights of the shares, compliance with the guarantees given and registration of the transaction in all relevant registers
The transfer of the shares was carried out according to the requirements of the Bulgarian legislation and the OTC market, despite the fact that the subject of the transaction were shares of a public company. The transaction was registered with the Central Depository of the investment mediator in the transaction, and the price was paid through a special escrow account through the bank selected by the parties.
The sale of shares was one of the largest in 2013. The buyer is a leading provider of innovative solutions in the field of fertilizers and as a result of the acquisition of shares of the Bulgarian company, it was able to enter the Bulgarian market for the production and distribution of fertilizers and ammonium nitrate. The investment is a part of the strategy of the buyer to expand their business market in Central and Eastern Europe

Practice: Corporate and Commercial Law

Connection with other practices: Banking and finance

Entitlement for implementation of investment projects and restructuring of committed financing

The Law Firm has performed legal analysis of a large investment project at amount of EUR 110 million for the construction and management of mountain resort, which includes hotels, sports and entertainment complex with its own ski slope and a wide range of services. We have analyzed the legal status of the company- owner of the investment projects and chief contractor of the construction of the complex, the condition of the company's assets , all contracts, concluded by the owner of the project, and their implementation, relations with banks and financing of the construction process

Our team was involved in negotiations with the banks for refinancing of the project and termination of the enforcement proceedings against the owner of the project. We have actively participated in the negotiations between clients and the company- owner of the project and negotiating the parameters of the proposed agreement

Our commitment of the project included the preparation of a legal analysis of proposals and options for action, transaction structuring, choice of appropriate legal form and preparation of relevant documentation, supervision of the transfer of ownership of the subsidiary company, the transfer of management control, compliance with the guarantees provided and registration of the transfer in the relevant registers

Practice: Corporate and Commercial Law

Connection with other practices: Banking and finance