Category: Bulgaria

  • DGKV, Tokushev & Partners, and Orrick Advise on QuickBase Acquisition of CloudPipes

    DGKV, Tokushev & Partners, and Orrick Advise on QuickBase Acquisition of CloudPipes

    DGKV and Greenberg Traurig have advised QuickBase Inc., backed by Vista Equity Partners, on its acquisition of CloudPipes Group Ltd. Tokushev & Partners and Orrick, Herrington & Sutcliffe advised CloudPipes and the company’s sellers — four institutional investors, three founders, and four employees — on the deal.

    The four institutional sellers included 2625 Capital, LAUNCHub Ventures, 500 Startups Istanbul, and Brightcap Ventures.

    Cloudpipes is a workflow automation service connecting hundreds of cloud applications that allows non-technical users to build custom integrations between different cloud services without coding. It is registered in England and Wales and all of its employees are based in Bulgaria. 

    The DGKV team included Partner Zdravka Ugrinova, Senior Associates Ralitsa Gougleva, Rusalena Angelova, and Kamen Gogov, and Associates Patricia Cherkezova and Darina Kuzeva. 

    The Tokushev & Partners team included Partners Ivan Antov, Stilliyan Nedev, Senior Associate Stanimir Dobrev, and Legal Assistant Maria Apostolova.

    The Orrick team included Partners Chris Grew, Jonathan Rosen, John Narducci, Mandy Perry, and Kolvin Stone, Counsels Katie Cotton and Ian Shaw, Managing Associates Bridget Winters, Zac Padgett, Christina Hatinoglu, and Colin Hinds, Senior Associate Alice Edwards and Natasha Ahmed, Associates Shaun Malone, Charlotte Oliver, Alex Sobolev, and Aoife Casey, and Trainee Kirstie Parr.

  • Bulgaria: Funeral Agency Fined For Not Complying With Earlier CPC Decision

    On 27 June 2019 the Commission on the Protection of Competition (CPC) issued a decision in which it penalised funeral agency Elida MG EOOD (formerly Pokoy-1945 EOOD) for failing to comply with an earlier CPC decision. Such cases in which an undertaking fails to comply with a CPC decision and is therefore fined again are extremely rare due to the substantial pecuniary penalties which may be imposed on violators.

    Earlier decision

    In July 2018 the CPC fined Elida MG for imitating the name and web domain of Pokoy EOOD, an agency also specialising in the provision of funeral services. On its foundation in 2017, Elida had originally been named Pokoy-1945 EOOD, thus directly imitating Pokoy’s name and confusing existing and potential clients. In Bulgarian, the word ‘pokoy’ means ‘rest’, which is a suitable name for a funeral agency. The problem in this case was that there were two totally unrelated players with almost identical names on the market for the provision of funeral services, thus leading to confusion among clients.

    Further, Elida was found guilty of factually copying Pokoy’s domain (ie, ‘www.pokoybg.com’, whereas Pokoy’s website is ‘www.pokoy.bg’) and sending text messages to Pokoy’s clients informing them that “the Pokoy funeral agency has moved in to a new address, following an organizational restructuring of the company”. The CPC logically ruled that Elida had consciously aimed to mislead clients by making them believe that it was the legal successor of the popular and existing (since 1994) funeral agency Pokoy EOOD. Elida was adjudged to be trying to take advantage of Pokoy’s strong market position and steal its clients. Since there was no relation between the two undertakings, Elida’s actions were considered unacceptable under Bulgarian competition law.

    The CPC fined Elida (at that time Pokoy-1945 EOOD) for imitating Pokoy and attempting to mislead its clients and ordered the funeral agency to immediately change its name and web domain.

    Failed compliance

    In December 2018 Pokoy filed a signal to the CPC stating that Elida (at that time Pokoy-1945) had not observed the July 2018 decision. Elida admitted to not changing its name and web domain, arguing that it had challenged the CPC’s decision in the Supreme Administrative Court (SAC). Elida stated that since the SAC had yet to deliver a definite decision, it was not obliged to comply with the CPC’s decision.

    The CPC was adamant that orders for ceasing ongoing violations are subject to an immediate execution. The SAC supported this verdict, thus rendering Elida’s submissions unacceptable. Elida was therefore fined again, this time for failing to comply with the earlier decision and immediately change its name and web domain.

    Comment

    Such cases in which an undertaking fails to comply with a CPC decision and is therefore fined again are extremely rare due to the substantial pecuniary penalties which may be imposed on violators. The CPC always makes clear that its enforcement orders are subject to immediate execution; however, in this case, the order had been unnecessarily challenged by Elida.  

    By Galina Petkova, Attorney at Law and  Rosen Manchev, Trainee Schoenherr

  • Asya Vladmirova Joins Dimitrov, Petrov & Co. in Sofia

    Asya Vladmirova Joins Dimitrov, Petrov & Co. in Sofia

    Former McGregor & Partners Partner Asya Vladimirova has joined the IP practice at Dimitrov, Petrov & Co. in Sofia.

    Vladimirova, who joins DP&C as a Senior Associate, specializes in IP law, Corporate/M&A, and Commercial law. She worked at McGregor & Partners for over 11 years, leaving in July, 2017. She also worked for two and a half years as a Consultant at Ciela Norma. She obtained her Master’s in Law from the Sofia University St. Kliment Ohridski in 2005, and obtained an LL.M. from King’s College London in 2015.

  • Georgiev, Todorov & Co Advises Gazprom Export on Employment Law Issue

    Georgiev, Todorov & Co Advises Gazprom Export on Employment Law Issue

    Georgiev, Todorov & Co has advised Gazprom Export LLC on the termination of employment contracts with some of the company’s employees in Bulgaria.

    According to Georgiev, Todorov & Co, the change in the employment contracts required preparation of documents to protect Gazprom Export’s rights. The employment contracts were concluded with a foreign employer for labor in the Republic of Bulgaria, which “made the case more complicated.”

    Georgiev, Todorov & Co Senior Associate Tsvetelina Dimitrova advised Gazprom Export on the matter.

  • Arsov Natchev Ganeva to Advise Bulgarian Ministry of Finance on Application of EU State Aid Rules

    Arsov Natchev Ganeva to Advise Bulgarian Ministry of Finance on Application of EU State Aid Rules

    Arsov Natchev Ganeva has been selected as part of a consortium with Deloitte Bulgaria to advise the Bulgarian Ministry of Finance on the effective application of EU State Aid rules to the provision of Services of General Economic Interest (SGEI) in Bulgaria.

    According to Arsov Natchev Ganeva, “the project will encompass, among other [things], analysis of existing legislation and practices in the application of State Aid rules by the Bulgarian municipalities, comparative analysis of the practices of other EU Member States including organization of study visits, elaboration of rules for SGEIs, as well as legal assistance on other strategic issues relating to the application of SGEIs in Bulgaria.”

  • DGKV and Boyanov & Co Advise on Dohle Sale of HIT Hypermarket Chain to Rodna Zemya

    DGKV and Boyanov & Co Advise on Dohle Sale of HIT Hypermarket Chain to Rodna Zemya

    Djingov, Gouginski, Kyutchukov & Velichkov has advised Dohle Trading Group Holding LLC & Co. LP, the German founder and operator of HIT hypermarkets, on the June 2019 sale of its Bulgarian subsidiary to Rodna Zemya Holding AD, which was advised by Boyanov & Co.

    The transaction remains subject to the approval of the Bulgarian competition authority. 

    The Dohle Trading Group, which entered the Bulgarian market in 2014, specializes in retail with consumer goods and rent of commercial properties. 

    The DGKV team was led by Partner Zdravka Ugrinova and included Partner Viara Todorova, Senior Associates Kaloyan Krumov, Vladislav Antonov, and Kamen Gogov, and Associates Martin Dimitrov, Elena Shopova, Dessislava Ivanova, and Peter Angov. 

    The Boyanov & Co team was led by Partner Nikolay Zisov and included Partners Nickolay Nickolov and Peter Petrov, Senior Associates Violeta Kirova, Iva Miteva, and Mihail Vishanin, and Associates Adriana Bakalova, Nedyalka Novakova, and Deyvid Iliev.  

  • Growing Cannabis in Bulgaria: “Is It Legal?!” or “Are You Stoned?!”

    Bulgarian legislation on the legal cultivation of cannabis could make for interesting reading. Some readers might feel that the regulations and definitions are “the most hilarious things ever.” This ar-ticle aims to show why.

    Cannabis (hemp) is an annual flowering herb belonging to a genus of plants that in some cases can be used to obtain marijuana. Cannabinoids are the chemical substances in the herb that influ-ence humans. One of these cannabinoids – tetrahydrocannabinol (THC) – is the psychoactive sub-stance of cannabis. Another – cannabidiol (CBD) – is not subject to regulation and monitoring un-der Bulgarian law. THC may range from 0.2 to 21%, depending on the variety of hemp. All plant varieties in which the THC content is less than 0.2% are qualified as industrial cannabis (and un-suitable for marijuana production). Industrial cannabis is used in the textile, food, and feed indus-tries, among others.

    The “Dualistic” Approach 

    The applicable legislation reveals that Bulgarian lawmakers still do not know whether growing in-dustrial cannabis is a good thing or a bad thing – or a crime. All this handwringing is embodied in the requirements of a single legal act – the Bulgarian Narcotic Substances and Precursors Control Act (the NSPCA).

    On the one hand, the NSPCA allows the cultivation of industrial hemp with THC content of less than 0.2%, but on the other hand it implements the Convention on Psychotropic Substances (CPS) and the UN Single Convention on Narcotic Drugs (1961). 

    It’s Legal

    According to the NSPCA and applicable secondary legislation, natural or legal persons who are registered as farmers and have not been convicted of crimes related to the production, handling, and marketing of drugs and that are against the customs regime have the right to grow industrial cannabis.

    To receive a permit for the cultivation of industrial hemp, farmers must submit a sample form ap-plication to the Minister of Agriculture, Food and Forestry (MAFF) together with a clear court record and a declaration that the farmer will not separate, use, or process parts of the hemp plant. If the applicant is a legal person, all members of the management bodies must provide clear court rec-ords and declarations.

    Applications are considered by a committee, which must decide within three months of the submis-sion whether to issue a permit (in the form of a licence) or to waive the application. The licence is valid for three years. The MAFF does not charge a fee for this procedure.

    … But It’s Also a Crime.

    However, THC and its isomers, delta 6a (10a), delta 6a (7), delta 7, delta 8, delta 10, delta 9 (11) (and their stereochemical variants) are classified and listed as narcotic substances on the List of Plants and Substances Presenting a High Risk to Public Health Due to the Harmful Effects of the Abuse Thereof (the “List”) under the NSPCA. As the definition of a “narcotic substance” includes all substances on the List, products containing THC are classified as “preparations.” Under Bulgarian law, preparations are subject to the same control measures as narcotic substances, and police and customs authorities are thus obliged to seize any preparations containing THC which are pro-duced, processed, acquired, stored, used, imported, or designated for export and re-export or re-leased on the local market.

    The lack of a legally-permissible minimum amount of THC puts all products placed on the Bulgari-an market containing cannabinoids at risk – even products containing CBD, since it is practically impossible to exclude traces of THC in these products.

    In addition, according to the law in Bulgaria, the processing of the stem and seeds of industrial cannabis is legal, as they can be used for fiber, for feed, and as seed for sowing. However, the leaves and flowers of industrial cannabis are still considered a source of marijuana, leading to a legal misconception. Although CBD cannot be produced in Bulgaria, CBD and products containing CBD can be imported into the country and freely sold. This gives rise to numerous complications for farmers and processors, and requires reconsideration of the existing legislative framework.

    By Elena Todorova, Co-Head of Real Estate, Schoenherr Sofia

    This Article was originally published in Issue 6.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.

  • Velchev & Co Successful for Phillip Morris in Defending Parliament Trademark

    Velchev & Co Successful for Phillip Morris in Defending Parliament Trademark

    Velchev & Co has represented Philip Morris in the Supreme Administrative Court of Bulgaria in a dispute with Georgia’s Standard Tobacco Incorporated regarding the registration of the Parliament trademark.

    According to Velchev & Co., the Court upheld the decision made by the lower Administrative Court of Sofia and concluded that there were grounds to conclude that similarities between the Philip Morris’ Parliament trademark and Standard Tobacco’s Premium trademark could cause confusion for consumers.

    The Supreme Administrative Court’s ruling is final.

    The Velchev & Co team was led by Partner Velislav Dramov. 

  • The Calculated Hrisk: Pavel Hristov’s Master Plan for Success

    Pavel Hristov opened the doors of Bulgaria’s Hristov & Partners law firm in 2013. Since then, his firm has grown steadily, and today competes on even terms with the long-established powers on the Bulgarian law firm market. We sat down with Hristov, himself a highly-regarded commercial lawyer, to learn about his firm’s history, strategy, and success.

    CEELM: What makes Hristov & Partners stand out? What are your main selling points? 

    Pavel: Double R: Reputation and Recommendation. Every matter that we take we do our best on. For this reason, we do not claim and we do not try to be a full-service firm. We are specialists in three areas that we focus on – Corporate / M&A, Competition / Anti-Trust, and general Commercial / Transactional. The last of these basically includes any kind of challenges that, say, a Bulgarian exporting company can face trying to export and trying to negotiate a contract with a foreign partner. And, if we work on an M&A deal, and the clients are satisfied, and they wish to continue working with us and instruct us on their day-to-day matters. This happens in about 80% of the cases.

    CEELM: Anything else?

    Pavel: Let me step back a bit. During the privatization period the government officials – the so-called privatization agency – used to prepare the entire set of documents only in the Bulgarian language. For example, when the tender for the concessions for the airports in Varna and Burgas in 2006 was announced, the entire set of documents was made available only in Bulgarian – thousands of pages of important legal documents and information. And this meant that for all the law firms that participated in this, quite a significant part of their work in terms of time was legal translation. We had to translate what the Bulgarian legal language meant, and then we had to communicate that to the clients, and how they should calculate their risks and prepare their bids in order to be compliant. So we started like this – we started with translation. And to add value we not only translated the legal texts, but also the context. 

    And when I started my professional career 15 years ago, many of the lawyers were absolutely comfortable with their technical knowledge, and sending across and stating to the client in good English what the law meant, and providing a legal technical analysis of specific provisions of the law. But they didn’t feel comfortable if they had to provide context, and they didn’t feel comfortable if they had to give advice that involved projecting what would happen in the next five years, when the business actually operated.

    But we learned. We learned that these are the questions that experienced foreign investors coming to Bulgaria after having entered numerous other countries and numerous other jurisdictions want answered. It was a blessing to start by working on the deals of the first big private equity firms coming to Bulgaria, which brought in huge teams of experienced foreign legal advisors with them. We started picking up their quality and their style of advice, as well as their integrity and their commitment to their clients – and this is how we differentiate ourselves. Our focus is that we support and act alongside international law firms doing deals in Bulgaria.

    And another thing is that because we try to focus mostly on M&A deals and the bigger mandates in the area of competition and commercial law, our client base is by definition limited. We have a much narrower client base, which helps us avoid being conflicted out of larger transactions. For example, one of the largest transactions we ever worked on came to us due to a conflict that existed in the primary partner firm of the client here in Bulgaria, so the international law firm turned to us. Because we were not conflicted out, we were able to work on one of the biggest transactions in Bulgaria that year.

    CEELM: What’s Hristov & Partners’ history?  

    Pavel: I was at Boyanov & Co. for four years, and then I spent six years with CMS Cameron McKenna helping them strengthen their M&A and Competition practices in Bulgaria, which were nowhere to be seen before that. And then I started this firm in 2013 together with two other former CMS lawyers Kremena Stoyanova and Iordan Iordanov. Kremena, who is a Counsel and our Real Estate practice head, was the Head of Real Estate and Employment at Cameron McKenna for several years, and then she decided that bigger was not better for her, and she decided to start her own practice and focus on the areas she likes and avoid those she doesn’t.

    CEELM: Are they still here? 

    Pavel: Not Iordan. He left to start his own firm one year later, in 2014. 

    CEELM: You say you focus on working with international law firms. Does that mean you try to develop referral relationships? 

    Pavel: Yes, that’s a big part of what we do. We meet with them, we go to events – quality events – especially where part of the time is dedicated to networking, basically to communicate face to face. This is the important aspect. And then we talk. And then it turns out that sometimes we have common clients, sometimes we know other lawyers from their firms. Maybe we’ve worked on transactions with other lawyers from their firms that can recommend us, and vice versa. 

    CEELM: That raises an interesting subject. Do you have good relationship with competing firms in Bulgaria, and do you refer work back and forth? 

    Pavel: It’s awkward in Bulgaria. We have a very good relationship with many of the law firms, especially the ones who are doing M&A and competition, and we know each other on a personal level. With some of them we are even friends. But in terms of referrals, it has proved to be quite difficult to refer work to another Bulgarian law firm. For various reasons. Some are subjective, some are objective. It’s hard for me to say why it doesn’t work. It happens quite rarely. It could happen much more often, but it doesn’t.

    CEELM: What about outbound? Do you refer work to firms outside Bulgaria? 

    Pavel: Again, rarely. Because in order not to be conflicted out we have a very small number of Bulgarian clients. We have a few who are quite ambitious, and some of them try to grow abroad, or engage in cross-border transactions, so they need foreign advice, and that’s a time when we can refer them, but we only have a few of those clients. 

    CEELM: How many lawyers and how many partners are there today? 

    Pavel: We have three partners and three senior counsel and one associate.  Aldin Shenkov is based in Plovdiv, and his practice is focused mostly there; we work together on an ad hoc project basis. Biliana Shagova is the third partner. For ten years she used to work for the busiest boutique law firm in the energy field. After ten years with that firm, Biliana decided that she wanted to start her own practice, and I convinced her that two was better than one. So she joined, initially as a counsel. This is the normal pattern here. Develop the practice, develop a group of clients, develop a reputation, and commit to the firm, then you are a partner.

    CEELM: This is an interesting model. With so few associates, the senior lawyers must do most of the work themselves. 

    Pavel: We don’t have a single client who expects junior lawyers to work on their matters. I don’t know if we selectively choose these kinds of demanding and sophisticated clients, or this is our reputation, so we attract only these kinds of clients. But for seven years we haven’t had one client say, “well, this kind of work should be done by a junior lawyer.”

    CEELM: Does that mean you don’t work on large due diligence exercises? 

    Pavel: Of course we do. We just do them ourselves. Nobody expects that there should be a huge due diligence exercise, with tens of lawyers sitting around the table and reading through thousands of pages. Nobody expects that, and nobody has time to wait for that. The time it takes to do this kind of due diligence and produce a due diligence report with an executive summary of 150 pages [rolls his eyes]. We have committed and very focused, very experienced clients, and they expect real time advice. And real time action. Which means that the client expects daily updates of what’s going on, and what will be the issues and what will be the appropriate actions to remedy them. Immediately. Not in two weeks, when the due diligence report can be prepared, and then it takes more time to read it, and then more time to explain it. And then – eventually, if you are lucky – one of the partners in the law firm will have taken the time to read through the due diligence report himself and then understand the issues and then communicate them. We don’t waste time for that. 

    There’s another way of explaining this. For instance, at the end of 2016 we worked with Dentons in advising Group Spadel on its EUR 120 million acquisition of Devin AD, the largest Bulgarian bottled water producer, from Advent International. Guess how many lawyers Dentons had on this transaction? Four. And our team here in Sofia was six lawyers. Just six lawyers. That was absolutely sufficient for a full due diligence.

    CEELM: But there are only seven people in the firm. If six are working on one transaction, that must mean you can’t really work on more than one deal at the same time. 

    Pavel: We can and we do. To illustrate that, in parallel to the Spadel/Devin transaction we acted for G4S plc. on the divestment of their Bulgarian business to VIP Security, which is the largest deal in the security industry in Bulgaria to date. First of all, we’re pretty good lawyers. Among the best in the market. So yes, we work extra time when necessary on projects. And yes, we say no to some clients. We don’t take every opportunity to work, and every mandate, and on every area and in every industry. We try to develop our expertise and reputation in specific industries and specific practices. 

    Plus, we are efficient. We do things efficiently, and we try to avoid any miscommunication and any misunderstanding with the client in the very beginning. We learned the hard way that scoping is the most important thing in a transaction, and managing expectations. Explain the scope, agree on the scope and timeline, shake hands with the client, and commit to that. When you have real-time-communication with the client, this is the opportunity to adjust and to adapt. We have the ability to refocus and be flexible and adapt in the course of a transaction. Which is a big differentiator in a firm with seven lawyers doing a large transaction, compared to a firm with 40 lawyers trying to do the same transaction.

    But also, this is not really so unusual here. The firms we compete with – the other best law firms in the Bulgarian market – look at their structure. They also have a lot of partners, and a lot of senior associates. So this is a common model here. One of the reasons is the fee levels in the country. Bulgaria probably has the lowest hourly rates in Central and Eastern Europe. So for this reason, for our model to be sustainable, one of the options is that you focus the work on where it’s the most profitable, where it’s the most necessary.

    This Article was originally published in Issue 6.5 of the CEE Legal Matters Magazine. If you would like to receive a hard copy of the magazine, you can subscribe here.
  • Kinstellar Advises Winning Bidder for Sofia Airport Concession

    Kinstellar Advises Winning Bidder for Sofia Airport Concession

    Kinstellar has advised a consortium led by French infrastructure fund Meridiam on its winning bid for the 35-year concession to manage the Sofia Airport.

    Four other bidders, including a consortium led by France’s Aeroports de Paris, which offered the highest concession fee, competed in the tender for the concession. According to Bulgarian Transport Minister Rosen Zheliazkov, a contract with Meridiam and the operator of the Munich Airport should be signed within 15 days, if the choice is not challenged at the Commission for Protection of Competition, which handles public procurement appeals. The losing bidders have ten days to lodge an appeal.

    According to various reports, the EUR 24.5 million bid by Meridiam and Munich Airport ranked third, but its plan, which included, first, repairing the two existing airport terminals and raising passenger numbers to 8.8 million by 2022, second, building a third terminal and growing passenger numbers to 12.3 million by 2030, and third, two additional expansions of the new terminal, which would increase passenger traffic to 14.5 million by 2035 and 18 million by 2040, pushed it across. In 2017, Sofia Airport handled 6.5 million passengers, according to Transport Ministry figures.

    Kinstellar reports that it advised Meridiam on all Bulgarian aspects of its bid for the concession, including conducting an “in-depth legal due diligence of Sofia Airport, a review and analysis of the draft concession agreement, and [providing] full-fledged procurement support.” The firm’s team was coordinated by Partner Diana Dimova and Managing Associate Mladen Minev and included Partner Antonia Mavrova, Counsel Svilen Issaev, Of Counsel Dessislava Fessenko, Managing Associate Nina Tsifudina, and Associates Kristina Lyubenova, Denitsa Kuzeva, Vanya Evtimova, Simeon Vachev, Kamen Chanov, Georgi Georgiev and Petar Popov.

    Dimova was one of several experts who spoke to CEE Legal Matters magazine about the significance of the concession to Bulgaria’s economic prospects in a longer article this past spring