Areas of practice

Capital Markets Law

Capital markets in Bulgarian were the hot topic in 2007 but the global crisis in 2008 cooled down investor enthusiasm. Notwithstanding, Bulgaria already has an actively functioning albeit not sizable capital markets, with steadily improving liquidity.

The Capital Markets Group within the Financial Services Law team of Tsvetkova Bebov & Partners is determined to be among the leading capital markets legal practices in Bulgaria. We have a unique history in the local market, multi-year expertise, and personnel with outstanding legal training in securities and capital markets law.

How we can help

• We provide legal advice on all aspects of the Bulgarian and EU capital markets legislation, whether it concerns the taking up of the business of an investment firm, asset management company, REIT, regulated market, or conduct of business rules for such business, or the structuring of novel financial instruments, or the rules on companies going public or delisting, or the rules on market integrity
• We can represent clients, in licensing, authorization, notification, prospectus authorization, take-over bid filing, and other proceedings, before the Financial Supervision Commission, and other bodies having certain oversight functions, e.g. the Investor Compensation Fund and the “Financial Intelligence” Directorate of “National Security” State Agency
• We advise clients on matters of compliance with general financial industry regulations such as consumer protection rules, personal data protection, rules against money-laundering and the financing of terrorism
• We advise companies on all corporate law and governance, corporate finance law, organizational and regulatory aspects of the strategic decision to go public, or delist; we can advise selling shareholders and management in the process of a company going public
• We advise public companies and their directors on the ongoing regulatory and inside information disclosure rules
• We advise market participants and public company directors on their duties and liabilities
• We assist and represent clients during negotiations of complex capital markets transactions such as placement and underwriting arrangements, issuance of complex financial instruments (such as hybrids, derivatives), etc.
• We provide legal opinions on the validity and enforceability in Bulgaria of various types of issuing transactions, such as Eurobonds or other internationally placed securities. We also advise on the enforceability in Bulgaria of foreign court judgments or arbitral awards issued in disputes involving capital markets transactions
• We can represent and defend our clients in court and before arbitrators concerning rights arising under capital markets transactions or as a result of market abuse
• We can advise clients on securitization of assets, through real estate investment trusts, structured products or otherwise.

Key capital markets law practice areas

• Going public – IPOs an SPOs; preparation of prospectuses, application of exemptions from the requirement for a prospectus, underwriting and placing arrangements
• Ongoing advices to public companies – regulatory disclosure, insider information disclosure requirements and exceptions, rules against market abuse, corporate secretarial services, corporate governance matters, regulated market listing rules, proxies, protection of shareholder rights
• Start-up of investment firm or asset management firm business – licensing, EU “passport”
• Legal aspects of prudential regulations for investment firms and asset management companies
• Conduct of business rules, and in particular MiFID
• Internal organization of investment firms and asset management companies, corporate governance and rules on the handling of conflicts of interest
• Other general regulatory aspects and in particular consumer protection, personal data protection rules and rules against money laundering
• International distribution of securities and investment products, collective investment schemes (e.g. UCITS)
• International placements of securities
• Structured products and derivatives
• Real estate investment trust and other securitization vehicles and techniques
• Tax regime of investments in securities
• Securities litigation, in particular protection of investors in relation to defective disclosures in IPOs and subsequent ongoing disclosures, and protection within the framework of the Market Abuse Directive; assistance to market participants in administrative proceedings, to which the regulator is a party.