Practice

Sale of trade activity

We are providing legal services to a client - a leading company in the market of clothing and haute couture, with exclusive rights for sales on the territory of Bulgaria of some of the most famous fashion brands in Europe and well-developed network of stores in all major Bulgarian cities - in connection with the sale of the client's business, associated with one of the brands that have the rights to distribute in Bulgaria.

We were involved in the legal analysis, provided by the lawyers of the buyer and agreed terms of the basic agreement for sale and purchase of shares in the company, holding the rights to the brand. We have made a detailed legal analysis of proposals on options for action and deal structuring , advising clients on the selection of appropriate legal form, we prepared the necessary documents, we have reviewed the transfer of ownership of the company - owner of the rights for sale at the territory of Bulgaria of the brand and transfer of management control and on compliance with the guarantees provided and registration of the transfer in the relevant registers.

We have supported the client in negotiating a franchise agreement with Italian fashion clothing label. With our help the client got exclusive rights for the sale of goods of the brand in Sofia. We have participated in negotiations with the representatives of fashion brands and helping the client at the conclusion of agreements with them. We have been assigned by a client in actively participation in the negotiations for renting premises with the owners of the largest shopping malls in Bulgaria.

Practice: Re-organization and Acquisition

Connection with other practices: Banking and finance

Restructuring of financial obligation through transfer of financial assets

The team of the Law Firm has provided legal advice to the investor in the construction of residential communities, whose main investment is the construction of a complex of 200 apartments, offices and spa complex in the city of Sofia, in a wide range of corporate matters relating to the status of its subsidiaries, capital increase, making a kind contribution of a rights, issue of shares and temporary certificates, preparation of internal company rules, keeping the register of shareholders

We also provided legal services related to the restructuring of client’s activity and the transfer of owned shares in subsidiary, to repay the company's debts. Our lawyers actively participated in the negotiations between the client and its contractors and negotiating the parameters of the proposed agreement

Our commitment of the project included a detailed examination of the legal status of the subsidiaries and preparation of legal analysis with proposals on options for action, structuring the transaction, selecting the most appropriate form and preparation of relevant documentation, supervision of the transfer of ownership of the subsidiary, transfer of management control, compliance with the guarantees and registration of the transfer in the relevant registers.

Practice: Re-organization and Acquisition

Connection with other practices: Energy and renewable energy sources

Transformation by splitting, transformation by changing the legal form

We provided comprehensive legal services to our long term client in connection with the development of a project for construction of three HPP among Ogosta river. Our consultations covered the structuring of the project, including finding the optimal legal form and structure of business financing. We advised the client in establishment of subsidiaries for construction and management of individual hydropower plants, as well as a conversion by splitting one of the companies involved in the project and the distribution of its assets among recipient companies to effectively manage and maintain the existing permits abstraction.

In this regard, we were assigned to find and implement the optimal legal instruments to realize the intentions of the client, preparation of all required documents and registration of changes in the respective registers.

We have supported the client in the process of transformation of the legal form of a limited liability company into a joint stock company, we have been involved in the negotiations, we have provided legal advice on the restructuring of the company's assets and determining the capital structure and drafted all documents related with the reorganization and recording the change in the respective registers.

Practice: Re-organization and Acquisition

Advice in provision of legal analysis and conclusion of a transaction for the sale of a shareholding in a company operating in the food industry

The team of the Law Firm consulted our client, a leading company in the food industry in the Balkans and in Europe as a manufacturer of snacks, biscuits and cakes and market penetration of confectionery in connection with restructuring of its activity and relationship between the shareholders. The involvement of our lawyers in the project included the development of a detailed legal analysis of the company and in particular its corporate structure, the relationship between shareholders, the activities of the company (powers quorum, a majority and others.)

Our team participated in the negotiations between the parties with respect to the transfer of shares of the company in the negotiation of securities transaction (advice and structuring of warranty contracts, pledge of provisional certificates, a contract of pledge of shares agreement, a pledge of rights to trademarks , registrations of national marks, Community and international brands and promissory notes), preparation of contracts for transfer of rights, permits and licenses , protection against competitive actions and disclosure of confidential information.

We have conducted a restructuring of the shareholding of the parties, as in this connection a special purpose vehicle (SPV) was established, which acquired the shares by contribution in its capital and structuring (agreed) the terms of the transaction for the transfer of shares. Part of our job was to supervise the transfer of ownership of shares, the transfer of management control, compliance to guarantees payment of the agreed price and control the execution of the shareholders' agreement, including to protect the rights and interests of shareholders, protection commercial confidentiality and compliance with the rules on competition

Practice: Re-organization and Acquisition

Transformation by changing the legal form in the case of public-private partnership

We have supported our long term client in the course of change in its corporate structure. We were assigned to convert the client's company from a limited liability company into a joint stock company. Specific in this case was the fact that the client’s company is built on the principle of public- private partnership, with participation of Bulgarian municipality. This required consideration of existing special legal regulation of the activity of the municipality and the compliance of the procedures in the decisions of the local authorities - municipal council and mayor. The team of the Law Firm was involved in the preparation of legal opinions and reports, as well as attendance at meetings of various municipal committees and municipal council.

Focus of the lawyers was the choice of the most appropriate form of capital restructuring of the company to comply with legal requirements and existing percent that shareholders participate in it. At the same time, the aim of the transformation was to contribute to the achievement of the investment objectives of the shareholders and to increase the confidence of financial institutions in the realization of the main project of the company.

Practice: Re-organization and Acquisition

Consultations on provision of legal analysis and conclusion of transaction for sale of shares in a company for plant protection products

We have provided legal services to client in negotiations for sale of a part of its shares in Bulgarian company with a view to the entering of the buyer at the Bulgarian market of plant protection products. We have provided detailed legal statement regarding structuring the transaction, compliance with the specific requirements of the effective Bulgarian legislation, protection of rights and interests of the shareholders, all permits and licenses were kept, nevertheless the amendment of the ownership and the structure of the capital of the company.

Practice: Re-organization and Acquisition

Optimization of the corporate structure of the client and consultations upon establishment of subsidiary companies abroad

We have provided legal consultations to our long term client, a company-owner of the one of the biggest factories for production of products for plant protection on Balkan Peninsula, with extensive experience and established positions at the market in Europe, Asia and South America. The client has asked us for support in restructuring of its activity for export of produced products. The assigned task included the establishment of subsidiary and transfer the export activities to it. In addition, and in view to entering the company to Serbian market, the client has assigned also the establishment of the Serbian subsidiary company.

At the same time, our team was providing to the client on regular basis legal services on wide range corporate matters. Some of the tasks, assigned to the Law Firm are the service of the relations between shareholders (holding a general assemblies, drafting of relevant corporate documents, etc) in the company, as well as the provision of the legal regulation of the relations with the management entities – exemption of members, termination of their contracts and remission of the given guarantees, conclusion of contracts with newly selected members, opening of a bank accounts, supply with necessary permits and licenses.

The wide range of the legal services, which we provide to this client included consultations in relation with claims on corporate disputes, registration procedures of trade marks and following defense of the registered trade marks, representation in front of the respective registers.

Practice: Re-organization and Acquisition

Connection with other practices: Intellectual and Industrial property, Litigation