Penev

Our expertise includes advice on corporate formation and reorganization; shareholders’ rights; corporate and shareholders’ liability; corporate administration. Our team also assists successful ongoing commercial transactions nation wide and  globally. We negotiate on behalf of our clients elaborate legal instruments for the successful execution of national and international agreements in all industry sectors.

We represent global companies such as AT&T Corp. and SAP AG and have assisted them in setting up their businesses in the Bulgarian market including via joint ventures with local companies, both private and state-owned, fully-owned subsidiaries and branches and representative offices of foreign companies.
We provided legal assistance to METRO Cash & Carry Bulgaria Ltd. on the establishment of a Bulgarian entitly and on the development of large retail facilities.
We have assisted Eaton Industries in the establishment of local operations in Bulgaria and continue to provide on-going advice in tax and general corporate matters.

We handle the variety of internal processes, policies and decisions affecting the way a company is directed, administered and controlled, including shareholders’ resolutions and certificates, oversight and accountability, etc.
We provide multi-faceted advice to IBC Verwaltungsgesellschaft mbH, Lewis Charles Sofia Property Fund Bulgaria EOOD, SAP - Bulgaria EOOD, Pantel International AG (formerly Invitel International AG), Eaton Industries and many others through the preparation and execution of corporate governance documentation, as well as representation at board meetings, before authorities, etc.

We have extensive expertise in insolvency proceedings, including inter alia out-of-court  negotiation and settlements, appointment of trustees and court representation. We represent clients from various industry sectors in voluntary or compulsory liquidation proceedings and dissolution of entities, where we strive to provide business-oriented, pragmatic advice.
We are currently handling several insolvency proceedings againt contractors of clients of ours such as SAP – Bulgaria EOOD and The Walt Disney Company. Further, we are currently assisting York Bulgaria Investments EAD in its liquidation process.

Our attorneys advise clients on a variety of corporate matters, including sole-owned companies and partnership formation, contracts negotiation, execution and termination, as well as general day-to-day corporate issues.
Our expertise includes: negotiation, drafting and execution of lease agreements for retail spaces in large shopping centers such as Serdika Centre, Carrefour Tzarigradsko Mall, Grand Mall Varna, Galeria Stara Zagora Mall for members of Inditex S.A. Group, and  assistance in Escrow transactions therefor;
assistance to AT&T in trans-border novation transactions for mobile, data transmission and PSTN services, including negotiation with the two major telecom providers in Bulgaria, counselling on the concept of novation as per Bulgarian legislation and post-closing follow-up of transaction.
We provide ongoing advice to the local operations of Statkraft Markets GmbH including provision of a wide spectrum of services on regular commercial matters, interrelations with the regulatory authorities, contractors, etc.
We handle general corporate and commercial issues for Zagorka AD (Heineken group) and are charged with representation before the Commission on Protection of Competition in relation to the company’s advertising and promotion campaigns.

Penev LLP explores various business and financial restructuring schemes such as debt to equity swaps, repayment plans, reorganization of financial assets and liabilities, thus creating the most beneficial financial environment for our clients.
We represented companies such as Black Sea Properties Ltd., VT Developments Ltd., Residential Properties Bulgaria Ltd., BG Mountin Resorts Ltd., City Estates Ltd., Estates Investments Ltd., Bankya Estates Ltd. in successful debt to equity swaps.

We represent clients in Shareholders’/ Stockholders’ meetings, by exercising on their behalf their voting rights and by enforcing the strict entitlement of their rights as shareholders / stockholders.
We exercise on behalf of clients such as IBC Verwaltungsgesellschaft mbH, Lewis Charles Sofia Property Fund Bulgaria EOOD their shareholders’ rights, including but not limited to convening shareholders’ meetings, representation at shareholders meetings, voting on their behalf and  appealing shareholders decisions.

We address various issues concerning companies’ composition, owners' rights of control, dividend policy, liquidation and dissolution, rights of shareholders and other matters that are related to shareholders’ agreements and disputes.
Provision of advice on possible scenarios of incorporation of special purpose vehicles involving the following shareholders: Attica Media Bulgaria Ltd. (the local publisher of « Playboy » and «Grazia» magazines), Balkan News Corporation EAD and a local Bulgarian advertising and media company; advice on Shareholders Agreements (including but not limited to the Default Call Option and Default Put Option hypothesis, the rights attributable to the Preferred shares, the minority shareholders rights of BNC, other related matters) and the management structure of the new company.

To ensure tax efficiency and compliance our lawyers advise on tax structuring and tax planning at the preliminary stage of transactions. We provide workable tax solutions reflecting clients’ objectives and market goals.
We  assist Finis Inc. on the commercial, regulatory, tax and employment aspects of their business operations in Bulgaria, including but not limited to advice and representation related to corporate amendments, commercial contracts, tax compliance, permanent establishment and double taxation.
In the past we have also provided advice on transaction documents to a group of financial institutions with regard to EUR325 M Secured Guaranteed Notes issued by Bulgaria Steel Finance B.V. and guaranteed by Kremikovtzi AD.

Our attorneys provide a wide range of services to domestic and international companies on all aspects of private equity fund formation and deals relating thereto. We are experienced in creating fast, effective and working strategies to conclude transactions successfully and efficiently. Our representative transactions include a pioneer transaction for the Bulgarian capital market, namely assisting a major investor in the acquisition of Governmental Bond Portfolio for an amount exceeding EUR 1 million, including inter alia transaction structuring, preparation of related documentation, legal representation and transaction coordination with third party investment intermediaries. We advised Deutsche Bank AG on structured finance matters, derivatives – “Leveraged OTC deposit linked to the Republic of Bulgaria” Project  and related State Saving Bank’s structured derivative contract.

Advising suppliers and customers on a wide range of commercial agreements across many different sectors such as telecommunications and media, IT, energy and renewable energies, pharmaceuticals, textile manufacturing and distribution, real estate and infrastructure, transportation, etc. Some of our representative transactions include:
Provision of advice to Intergolf Inc., one of the leading golf course construction companies in the world in relation to their establishment in Bulgaria, including inter alia registration of a Bulgarian subsidiary, drafting and negotiating of various contractual arrangements, general corporate assistance and liaison with relevant regulatory authorities.
We have provided advice in relation to the bundled transaction undertaken by Shell with respect to the sale of its LPG business segment in Bulgaria. including negotiating of various contractual arrangements, provision of legal assistance in all corporate matters and liaison  with relevant regulatory authorities.
We have also undertaken deal structuring and due diligence analysis relating to mergers and acquisitions and other forms of corporate or financial reorganization.

Our attorneys are experienced in handling complex due diligence analysis and assessment of business proposals and identification of potential legal flaws in a transaction. We consider the specifics and target goals of each business and we strive to minimize risks and manage them efficiently. 
Representation of group of bondholders in the preparation of Legal Due Diligence Report of Kremikovzi AD.
Representation of Bridgepoint (UK) in the due diligence of JetFinance JSC.
Representation of Enel S.p.A.  in various bidding procedures, due diligence and closing and post-closing activities in their participation in the procedures for acquisition of TPP in Varna and Rousse.

Penev LLP advises and represents clients in the negotiation and documentation of purchase and sale of businesses, formation of joint ventures and alternative forms of partnerships.
We provide the full spectrum of legal services to Bulgarian subsidiaries of International Estate Development S.A., including negotiation and drafting of complex share-purchase agreements, tax compliance, share capital increase via in-kind contributions and real estate advice.
We have assisted IBC Verwaltungsgesellschaft mbH in a planned share-purchase transaction with a value exceeding EUR 250,000 with one of the leading Bulgarian companies for the production and sale of mineral water. The project encompasses transaction structuring, drafting of transactional documentation, negotiation with potential buyers and handling of additional legal and administrative matters.

We advise and represent clients in merger and acquisitions by obtaining clearances from the Bulgarian competition authority and completing post-closing matters.
We have advised Antenna on the sale of the rated-second TV Channel Nova Television to Modern Times Group on all aspects of the transaction, including but not limited to competition compliance and other regulatory matters, corporate and commercial aspects of the transaction.
We have acted for US-based fund Heitmannnn in a EUR 112 million acquisition deal advising on all regulatory, corporate and commercial aspects of the transaction.
Representation of group of bondholders in the preparation of Legal Due Diligence Report of Kremikovzi AD.
We have provided advice (both corporate and tax) to Standard Commercial Tobacco Inc. on its establishment in Bulgaria and its merger with Dimon to create the world’s largest tobacco leaf processing company.
We have representated Bridgepoint (UK) in the Legal Due Diligence Report of JetFinance JSC.
We have been acting for AT&T Corp. on their worldwide merger with SBC Communications Inc.; for Coca-cola HBC Plc. on the acquisition of Bankya Mineral Water Bottling Company; acting for Lenovo on the acquisition of IBM’s PC business; acting for Shell International London on major international transactions pertaining to the LPG (Liquefied Petroleum Gas)  business; provision of advice to IMS AG on the acquisition of the pharmaceutical software business developed by the Bulgarian subsidiary of “MIS Consulting – Joint Stock Company” (Hungary); provision of advice to Phalkan Pfife Capital, US on the acquisition of an LPG distributor.