български

CORPORATE

Our practice covers incorporation and reorganization of local companies, joint ventures, investment funds; IPOs, private fundraisings, and venture capital transactions; takeovers, mergers and acquisitions; bankruptcy and restructuring. Our corporate expertise is inseparable from the advice on key issues arising from corporate transactions, such as taxation, employment, and social security, competition and regulatory, renting or purchasing commercial real estate, etc.

We regularly advise foreign clients with respect to their market entry strategies. We assist them in the incorporation of Bulgarian subsidiaries, establishment of local operations, and formation of joint ventures with local partners. There are various types of corporate vehicles under the Bulgarian law and we help our clients in their evaluation of the opportunities and their choice of the most appropriate legal structure.

Our firm is a member of the German-Bulgarian Chamber of Industry and Commerce and we regularly assist German companies in their entry in Bulgaria.

We advise on the structuring, establishment, marketing, and operation of Bulgarian asset management companies, mutual funds, and REITs. We have advised on several IPOs on the Bulgarian Stock Exchange, and although some of the most recent projects were temporarily put on hold, we have gained knowledge allowing us to play a lead advisory role in future similar projects. We are experts in private fundraisings, such as venture capital funding and private placements.

Our experience, including in major litigations, has taught us how to address the most critical corporate governance issues and prevent as many as possible of the potential problems. For example, a rather common mistake made by foreign investors entering joint ventures or private fundraising projects in Bulgaria is to mechanically apply standard-form corporate deeds and shareholder agreements. This allows for the adoption of controversial corporate decisions under the Bulgarian Commercial Law, such as expelling the foreign investor as a partner in a limited liability company, conditional (disproportional) increasing of the capital in a joint stock company, etc. It is evident from such examples that seeking appropriate legal advice is essential, even in cases which seem to be simple and routine.

We have especially rich experience in the acquisition of companies or businesses through share or asset sale. Generally, we advise on the buy side, representing foreign corporations involved in business opportunities in Bulgaria, and we have gained extensive experience conducting legal due diligence on target businesses. We have the resources to provide real investigative services, to assess the business practices, and to propose pragmatic risk management strategies and solutions. Usually, in the M&A transactions we also handle all related issues, such as intellectual and real property transfer, employment, merger control filing, etc.

In the past years we have regularly advised clients on all aspects of the Bulgarian bankruptcy law. We have represented creditors and debtors in traditional insolvency proceedings, as well as in attempts for out-of-court restructurings. Now, in times when bankruptcy law is becoming increasingly important, we are prepared to undertake new and more complex bankruptcy cases.

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