Corporate

Company Law:

Over the past twenty years, the firm has consistently been praised as market leader in the corporate field, especially in mergers and acquisitions and in company law.

We have helped set up, develop, privatize, or acquire businesses that now account for a major part of Bulgaria’s GDP and have thousands of employees and billions of Euros in revenue. Among these are the Bulgarian Telecommunication Company, UniCredit Bulbank, EFG Eurobank (Bulgaria), Ideal Standard Bulgaria, and the local electricity distribution companies.

Our services relating to setting up and or terminating business vehicles include:

  • Choice of the most tax-efficient and business-conscious vehicles and corporate structure;
 
  • Structuring the relations between the shareholders, the shareholder financing of the vehicle and the exit of the shareholders by assisting in drafting and negotiating Shareholders Agreements and other shareholder arrangements;
 
  • Taking care of all aspects of the incorporation process and helping the client in the initial steps of doing business, including all necessary filings, operational licenses, registering for VAT purposes, etc.;
 
  • Helping with all employment, immigration and relocation matters;
 
  • Rent, lease or acquisition of office premises, workshops, warehouses, motor vehicles, and all other assets that the business of the client may require; and
 
  • Providing complete set of legal and auxiliary services in relation to winding up of defunct legal entities, branches or representative offices.
Boyanov & Co. has experience with a wide range of vehicles, starting with standard companies, branches and representative offices under Bulgarian law and ending up with complicated regulated entities and structures (such as banks, investment firms, insurance companies, brokerages, European Companies and European Cooperative Societies, partnerships, consortia and joint ventures). We are also well experienced in dealing with non-profit vehicles (such as foundations and associations).

Our hands-on experience with all of these forms, as well as with the various international structures used for holding interests in Bulgaria, allows us to offer the best solution for the client, taking into account the client’s business objectives, corporate governance requirements, tax concerns, local and international partners requests.

We act as corporate secretary for a number of businesses, including not only small and medium-sized companies but also two of the top four banks in Bulgaria. These services include both taking care of all aspects of the corporate existence of the business and ensuring that the interests of the shareholder in the local entity are best protected.

Finally, for a number of clients, we act as outside counsel and business advisor, assisting with all legal and some high profile business aspects of the local economic environment.

Boyanov & Co.’s record includes many of the most complex corporate reorganizations in Bulgaria. These include the reorganization of three of the largest Bulgarian banks, resulting in the first Bulgarian megabank. In a separate case, the firm worked on the merger of two other major Bulgarian banks creating the fourth largest bank in the market. The corporate team of Boyanov & Co. was involved in most of the highly complex upstream or downstream mergers that have taken place in Bulgaria during the past 20 years.

Our services in relation to corporate reorganizations include:

  • Advising on the most efficient path for reorganization and its major aspects, including preserving licenses and authorizations, maintaining relations with clients, ensuring proper succession, transferring personnel and tax efficiency;
 
  • Preparing a step-by-step instructions and time estimates for the reorganization, allowing management and accounting to plan their actions in relation to the reorganization;
 
  • Drafting the required documentation and representing the client in relation to the registrations and authorizations of all required steps; and
 
  • Representing the client in any shareholder disputes in relation to reorganizations.
 Mergers and Acquisitions:

The M&A practice of the firm is the recognized market leader. Our deep legal knowledge, ingenuity, and vast experience gained over the past 20 years, by participating in virtually every important deal that has taken place in Bulgaria, allow us to offer to our clients workable solutions tailored to match their business needs and strategies.

Our internal flexibility coupled with the competence and skills of our people allow us to put in place large legal teams that can process in a smooth and efficient manner every corporate transaction, irrespective of its size, structure and deadline.

We have been retained to act for sellers and purchasers, private clients and governmental entities, multinational conglomerates and individual business people. However, the majority of our clients are famous business names from the EU, USA, Japan, and elsewhere. Their targets were and are Bulgarian companies from all sectors of the economy from banking to shipbuilding and from energy to food industry.

Our engagement with an M&A deal covers all steps and stages of the process:

  • preliminary stage – setting up the patterns of the transaction. We assist our clients in getting familiar with the legal and regulatory framework of the business they are interested in. We discuss the available options and opportunities, the possible treats and pitfalls. Normally, this stage ends with the execution of a term sheet between the two parties;
 
  • legal due diligence – this is the stage of the process that helps us and the client understand and predetermine all of the major elements of the deal, including the content of the representations and warranties, the form of the deal, the guarantees to be provided, etc. Our firm is experienced in analyzing Bulgarian entities of all sizes and we have proven on a number of occasions that we can rapidly assemble large legal teams to analyze major Bulgarian corporate structures within the shortest possible periods;
 
  • agreeing on the form of the deal – shares deals or asset deals, transfers of ongoing concerns, setting up of SPVs, mergers by way of acquisition, and many other acquisition forms, all of which have been successfully tested by our corporate team;
 
  • negotiation of the contractual documentation – the experience of our team is a valuable addition to any negotiation team. Our lawyers are capable of handling large volumes of multilingual contractual documentation to secure the efficiency of the negotiation process;
 
  • concentration and regulatory clearances, other permits and authorizations – we are very well aware of the various requirements of the multiple Bulgarian regulatory bodies and can make certain that the process goes on without unnecessary delays or hurdles; and
 
  • closing and transfer of control – our team pays special attention to the closing mechanics and procedures to secure the 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.
In the majority of the cases where we were acting on the buyer’s side, we have continued providing legal assistance and support to the buyer and the target after the completion of the acquisition. In some cases, where we were acting for the seller, we were retained by the buyer to provide them with legal services and support in connection with their new acquisition in Bulgaria.