Corporate Law
Ever since its establishment DOBREV, KINKIN & LYUTSKANOV Law Firm has focused on corporate law as a major sphere in which it offers thorough and diverse legal consultancy to its Bulgarian and foreign clients. The law firm has rich experience in the field of business planning, investment structuring and business development of its clients. The lawyers at DOBREV, KINKIN & LYUTSKANOV Law Firm have a track record of more than 20 years to prove that they are business-oriented, seeking solutions to implement the intentions and to protect the interests of their clients.
DOBREV, KINKIN & LYUTSKANOV Law Firm provides its clients legal advice in connection with the structuring of their investment intentions, offering the optimal legal form and structure from the perspective of management efficiency and tax planning, depending on the specific features of their business. The years-long practice of the law firm includes the incorporation and maintenance of the activity of all forms of business envisaged in the existing laws: small and medium-sized enterprises and big companies, holding companies and consortia, branches and representations of foreign companies, etc.
The law firm has rich experience in consulting its clients working on the basis of public-private partnership. In our practice, we aim at striking a balance between the foreign investor’s interests and the specific features of local government coupled with the public interest of smaller communities.
Our lawyers have experience also in the privatization process in some major sectors of the Bulgarian economy.
The legal services offered by DOBREV, KINKIN & LYUTSKANOV Law Firm in the field of corporate law include but are not limited to:
- analysis of the client’s investment intentions and identification of the most appropriate legal form for his business development from the perspective of his optimal governance structure and the minimization of tax effects on his operations;
- structuring and restructuring of the relations among the partners (subsequent transfers of shares) and the relations between the partners and the company, including the cases of having the state or municipalities as partners;
- drafting of the articles and memorandum of association and registration of companies in the relevant registers;
- obtaining of the permits, licenses and tax registrations required by law;
- making arrangements for the business to start up: purchase, leasing or renting of premises, industrial sites and vehicles; recruitment of staff, etc.:
- preparation, convocation and holding of the general meetings of partners or shareholders, preparation of the related corporate documents and entry of the decisions into the relevant registers;
- drafting of the main documents concerning the organization and internal rules of the undertakings: rules for management bodies, internal rules, management contracts, shareholders’ books and their keeping;
- obtaining of the required permits to stay and work for expatriate staff, drafting and conclusion of labour contracts, supervision of the compliance with the labour legislation;
- adjustments to the capital structure and re-organization of investments: increase or decrease of capital, capitalization of cash contributions, non-cash contributions in the form of real estate, movables or accounts receivable, transfer of enterprises as a going concern or parts thereof;
- drafting of all types of business contracts related to the operations of the company;
- changes in the activity related to the quitting/expulsion of partners or shareholders, settlement of related property issues, modification of the number of members of managing bodies, outsourcing, etc.;
- representation in the meetings of the corporate governance bodies, participation in other meetings and others.
The activities of DOBREV, KINKIN & LYUTSKANOV Law Firm in the field of corporate law cover also legal consultancy concerning the establishment and operation of not-for-profit legal persons to private or public benefit.
Re-organization and Acquisition
DOBREV, KINKIN & LYUTSKANOV Law Firm has thorough experience in the re-organization and acquisition of companies. In the past, the law firm focused primarily on legal consultancy to privatization deals and the acquisition of shares from privatized enterprises, while today it provides legal advice mainly in connection with changes in the structure of the business operations of its clients.
The practice of DOBREV, KINKIN & LYUTSKANOV Law Firm includes mergers and acquisitions, demergers and spin-offs of companies or changes in their legal form to adjust the corporate structure and the distribution of assets to the investment intentions of the owners, to build the confidence of financing institutions and to improve the corporate governance.
The wide range of issues related to acquisitions requires the involvement of lawyers specializing in various branches of law. It is a standing practice of the law firm to set up teams so that to keep in touch with the client at all times and to study in detail all aspects of the acquisition deal with a view to its best possible structuring and completion. The lawyers at DOBREV, KINKIN & LYUTSKANOV Law Firm have provided legal assistance to all parties to acquisition deals. We have consulted both buyers and sellers. In some cases, legal advice has been provided also to the company to be acquired. The law firm has experience in the re-organization of companies with both public and private interest, where the protection of the public interest of the state and municipalities is essential.
The legal advice which DOBREV, KINKIN & LYUTSKANOV Law Firm offers in the field of mergers and acquisitions covers various activities in this regard:
- holding of discussions with the client and presentation of a preliminary report on the major requirements of the existing legislation in the respective sphere, the possible options for action and the related recommendations;
- detailed study of the legal status of the company to be acquired and preparation of a due diligence report to safeguard the client’s interests;
- structuring of the deal, choice of an appropriate legal form and preparation of the relevant documentation;
- participation in negotiations with the parties to the transaction, drafting of shareholders’ agreements;
- drafting of plans and/or agreements on the re-organization, holding of negotiations and consultations in connection with the identification of the assets of the re-organizing company and the structure of its capital, protection of the rights and legitimate interests of the partners and shareholders and provision of guarantees thereof;
- retention or transfer of the licenses and/or permits held by the company with a view to the undisturbed continuation of its activities;
- monitoring of the compliance with the agreed terms and conditions of the deal, including the way of transfer of ownership rights, the takeover of control on its management, the payment of the agreed price, etc.
Business Transactions
DOBREV, KINKIN & LYUTSKANOV Law Firm specializes in providing legal assistance and legal representation of its corporate clients in the execution of all types of business transactions and contracts. Our legal assistance encompasses the phase of negotiations (including the proposals on the structuring and regulation of the relations on the basis of our years-long experience), as well as the drafting of all relevant documents, the legal advice and assistance in connection with the provision of safeguards and collaterals, the implementation of contractual relations or non-performance and damages resulting from the non-performance, termination, cancellation or annulment of transactions and contracts.
Notwithstanding its overall business orientation, the law firm provides legal services and represents also individuals in the conclusion and implementation of all types of contracts and transactions.
We offer consultancy to our clients in the settlement of non-contractual relations occurring as a result of delicts (the equivalent of the common law concept of tort), agency without specific authorization (negotiorum gestio) or unjustified enrichment.
The lawyers at the law firm have thorough knowledge in the field of contractual law which, coupled with the rich and diverse case law practice, leads to the identification of effective solutions adequate to each specific case.
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