Corporate law

• The Practice Area
• Publications
• Recent Transactions

The Practice Area

Mergers and Acquisitions

We are able to advise on all aspects of the acquisition of a Bulgarian company or business, including both the preparation and negotiation of a share or asset purchase agreement, and also the range of ancillary documents typically required (heads of terms, confidentiality agreements, board and shareholder resolutions, disclosure letters and assignment agreements.

Joint ventures

If a client is acquiring or purchasing less than a 100% interest in a target company, a shareholders' (or joint venture) agreement will usually be prepared. This will set out the relationship between the shareholders, including if required, veto rights, board participation rights and restrictions on share transfers or involvement in competing businesses.

Private equity and venture capital

Bulgaria has a budding private equity industry - with both local and international players. With the expansion of funds available for investment and the growth of the domestic stock exchange, there is heightened interest in this field. We have the capacity to advise on all aspects of a private equity or venture capital transaction, from the initial due diligence through to exit mechanisms.

Listings

Whilst we have not advised on listings on the Bulgarian Stock Exchange - Sofia, we are familiar with the legal and regulatory environment, and underlying EU law. We have experience advising companies listed, or contemplating listing, in the UK, who are conducting activity in Bulgaria - and accordingly we have a sound understanding of the constraints under which they are conducted.

New Balkans Law Office are hosting a conference on admission to the AIM market of the London Stock Exchange in March 2008. The Conference will have a range of speakers and discussants who will explain the advantages of listing on AIM for Bulgarian companies. See the following dedicated website for more information.

Due Diligence

We are versed in the due diligence procedures required prior to an acquisition or investment in Bulgaria. We adapt our procedure to suit the client's timing, costs and other needs and depending upon the nature and size of the target. A due diligence process we conduct typically includes preparing a due diligence report.

Competition/merger clearance

We have experience in:

• participation in proceedings before the Bulgarian Competition Commission in relation to concentration clearances;

• participation in non-contentious and contentious actions at national and EU level;

• advising on the abuse of market dominance in transactions involving national and/or EU elements;

• advising on the compliance by consumer marketing promotions with the applicable law;

• identifying unfair competition.

Company Incorporation

• incorporation of all manner of corporate entities, (incl. all types of corporations, representative offices and charities);

• an integrated approach and knowledge of multiple overseas jurisdictions allow us to put in place the most suitable corporate structure, where needed across borders.