Major Projects of PM&P over the Years – a Step Forward in the Implementation of Legislation

Commercial and Company Law

  • Consultancy and representation of Coca-Cola in connection with the establishment of ten subsidiaries, their stage-by-stage restructuring and merger and also the acquisition of the mineral water concessionaire Bankia with the attainment of regulatory concentration authorizations by the Competition Protection  Commission (a project worth USD 250 million).
  • Consultancy and representation of Robert Bosch in the establishment of a subsidiary in Bulgaria and its re-organization through the merger of another subsidiary into it.
  • Consultancy and representation of Heineken in the privatization of the biggest Bulgarian brewery Zagorka, followed by the acquisition of the majority package of shares of Ariana and the subsequent restructuring of Arana through the application of the most sophisticated techniques of deregistration of a public company and merger into Zagorka (a project worth USD 75 million).
  • The biggest Bulgarian telecom operator BTC and its majority shareholders were in the focus of comprehensive consultancy by the law firm in the course of 12 years. As far back as 1999, PM&P prepared a detailed due diligence report in connection with the participation of Telefonica in the first privatization procedure of BTC. Later on, the PM&P team was the Bulgarian consultant to Advent International and performed the successful privatization of the telecom, one of the most complicated and difficult transactions which took almost three years. In 2007, PM&P provided comprehensive services to AIG in the acquisition of BTC, a transaction which in its scale (EUR 1.7 billion) was the biggest ever in Bulgaria and the biggest in Eastern Europe in 2007.
  • Consultancy and representation of Yioula in the privatization of the two biggest glass factories in the Balkans, Druzhba and Stind, while resolving difficult problems with the management, workers and trade unions, and the subsequent restructuring through merger of Stind into Druzhba with preservation of the status of the host company as a public company upon an authorization for the concentration issued by the Competition Protection Commission (a project worth USD 80 million).
  • Consultancy and representation of Knauf in the privatization of the biggest producer of gypsum fiberboard Gipsfaser (a project worth over EUR 15 million), including the handling of problems with the credit indebtedness and the enforcement of security thereof, as well as the subsequent optimization of the shareholding structure and transfer of the business as going concern.
  • Consultancy and representation of Titan Cement in the overall implementation and restructuring of its investment in Bulgaria, including the acquisition of Pleven Cement, the purchase of Zlatna Panega Cement and the sale of Pleven Cement to Holcim after complicated procedures with the Competition Protection Commission (a project worth a total of EUR 110 million).
  • Advice and representation with regard to the impact on the Bulgarian market of global mergers like Hewlett-Packard – Compaq, BASF – Cyanamid and Pernot Ricard – Allied Domecq upon the issuance of the relevant authorizations by the Competition Protection Commission.
  • Advice and representation of creditors in the insolvency proceedings of the biggest Bulgarian industrial enterprise Kremikovtzi, the largest and the most complicated proceedings of their kind in Bulgaria given the number of debts and creditors.
  • The enormous experience of PM&P in the privatization process was recognized also by the Bulgarian Government. The team of the law firm was the legal advisor to and participant in two international consortia within the framework of the PATA Project (Privatization Advisors and Transaction Agents) for the preparation of ten enterprises to be privatized in the sector of ceramics, rubber and textiles (with Res & Co) and in the field of electronics and machine-building (with Roland Berger & Partner). PM&P was the legal advisor to and participant in a consortium with Price Waterhouse Coopers for the comprehensive consultancy to the government in the overall preparation and successful implementation of the privatization of the Bulgarian River Fleet and the Bulgarian Maritime Fleet, including a due diligence report on these structure formative enterprises, proposals on the privatization strategy and successful conduct of the sale, in which the price per share achieved was the highest ever in the whole privatization process in Bulgaria.
  • Legal advisor of Salini Costruttori in connection with the concession granted on Hemus motorway and MSF-Lena-Somague in connection with the concession granted on Trakia motorway.
  • Consultancy and representation of LB Bulgaricum in the negotiation and signing of the license agreement with Meiji Co. on the expansion of the production of and trade in Bulgarian yoghurt in China, Thailand and Singapore.
  • Advisor to the Ministry of Transport, Information Technologies and Communications in connection with the possible grant of concessions on the airports of Sofia and Balchik.


Tax Law

  • Legal advisor to Coca-Cola in the connection with Bulgaria’s first recognition and refunding of VAT on packaging, in which after a series of successful court cases the issue was ultimately resolved in a positive manner with a mandatory interpretative judgment of the Supreme Court.
  • Regular or periodic advice to Bosch, Siemens, Advent, Alcoa, Willi Betz Group, Immo Finanze, Meggle, AIG, Titan Cement, Carrefour, Knauf.


Real Estate

  • Legal consultancy and representation of Saint-Gobain Weber on a greenfield investment involving the acquisition of land and the construction of two factories for the production of dry solutions and other building materials.
  • Consultancy and representation of Knauf on a greenfield investment for the acquisition of land, the establishment of easement rights and the construction of facilities for the production of gypsum fiberboard with a total value of the project exceeding EUR 80 million.
  • Consultancy of Schenker in connection with a project for the acquisition of 47,00 sq. m of land by the Ministry of Defence near Sofia and the construction of a logistic center.
  • Consultancy and representation of Immoeast in the successful acquisition of shares in the Ilientsi Wholesale Market during the restructuring of the group aimed at consolidation of ownership with a total value of the project of EUR 50 million.
  • Legal advice to Innovative Wind Concepts in connection with the implementation of several new projects (about 80 wind turbines and total value of the project of EUR 600 million), including due diligence reports on the selected plots, consultation on the feasible/necessary steps for the acquisition of municipal plots of land, obtaining building permits for the plots, acquisition of additional properties to build another generator, as well as drafting of preliminary agreements with annexes on access roads and easement rights for power cables and data transmission cables, and drafting of preliminary agreements on the acquisition of land for auxiliary premises.
  • Consultancy and representation of Carrefour in the acquisition of land and the subsequent construction of almost 70,000 sq. m of commercial area and hypermarket and over 140,000 sq. m of office area, the biggest single real estate investment in Bulgaria with a total value of the project of EUR 200 million. The PM&P services included also legal assistance throughout the construction process, including the unique connection via a special access tunnel to the commercial center, power supply issues and electric power facilities, easement rights and the overall commercialization of the shopping center.
  • Consultancy and representation in the construction and setting into operation of Paradise, the biggest shopping and entertainment mall in Bulgaria with a total area of 80,000 sq. m and over 1,700 parking places in the underground parking lot (a project worth EUR 150 million).


Banking, Financial Law and Capital Markets

  • Consultancy and representation of the EBRD in connection with the investment lending to Danone Serdica (USD 21 million), the first big investment of the bank in Bulgaria since its establishment.
  • In the context of the highly competitive banking market characterized by high saturation with licensed credit institutions, PM&P was consultant and succeeded in completing two of the few transactions in the banking sector: the acquisition of Eurobank by Piraeus Bank and the purchase of NLB Banka by Kardan. The transactions were successfully performed on the basis of the detailed due diligence report prepared by our team and upon the issuance of the relevant regulatory authorizations by the Competition Protection Commission and the Bulgarian National Bank at the advice of PM&P and with its assistance. The acquisition of Eurobank enabled the team of lawyers to provide services related to the complicated and big transaction for the purchase of the Piraeus Bank branch as going concern by Eurobank, which completed the consolidation of Piraeus Bank in Bulgaria. In the NLB Banka transaction the PM&P lawyers assisted the restructuring of the credit portfolio of the Bank and thus greatly facilitated the acquisition procedures and then achieved diversification of the bank operations by adding part of the portfolio of a consumer loan company.
  • Consultancy and representation of the EBRD in Oppenheimer in the privatization of the United Bulgarian Bank, the first bank privatization deal in Bulgaria and, later on, legal services to the National Bank of Greece upon the subsequent acquisition of the bank (a project at a total value of USD 100 million).
  • A project at a total value of USD 77 million for the overall consultancy and advice to the EBRD and IFC in connection with the financing of the operations of Celhart, the biggest paper producer in Bulgaria through a loan and equity capital, followed by enforcement of the security provided by the debtor (special pledge on going concern). The advice of PM&P to undertake cascade enforcement on the security involved action on going concern, the first of its kind, with full control over the debtor’s operations. The subsequent change in the method of satisfaction through the sale of individual assets led to the economic and financial rehabilitation of the acquired assets and then their sale to a strategic investor ensured the full satisfaction of the creditors. The project set a precedent in the use of the special pledge procedure. Its successful implementation within short time limits was a proof of the good legal framework and the feasibility of these flexible recovery instruments, while preserving production capacities and employment levels.The fulfillment of the recommendations given by the law firm has revealed convincingly the practical advantages of the special pledge enforcement (effectiveness, efficiency and simplified procedure under the control of the pledge creditor) compared to the debt recovery through insolvency proceedings which are lengthy, cumbersome and excessively bureaucratic (under the control of the insolvency court, the receiver and the creditors’ assembly), without sufficient guarantees for the protection of the debtor’s property and the full satisfaction of the secured creditors.
  • Consultancy and representation of Kardan and Vienna Insurance Group with regard to the investment in insurance companies and pension schemes and the establishment and acquisition of financial institutions (the first privatization transaction of Bulstrad in the Bulgarian insurance sector, the first EBRD investment on the Bulgarian insurance market, Bulstrad Life, Bulstrad Health, POK Doverie, TBI Invest, TBI Leasing, TBI Credit, TBI Asset Management) and the subsequent multi-phase transfers and re-organizations upon the issuance of the requisite approvals and authorizations by the Financial Supervision Commission and the Consumer Protection Commission.
  • The substantial experience of PM&P in the enforcement of special pledges on going concern, machines and equipment, corporate stock and shares and trademarks made it possible for the massive pressure exercised on the debtors in arrears by the creditors (EBRD, Credit Suisse/SACE and Alpha Bank) at the advice of PM&P in three separate and independent projects to lead to full recovery of the debts with a view to avoiding enforcement proceedings and their adverse consequences. Those projects involved successful combinations of enforcement with debt cession procedures, which contributed to the creditors’ satisfaction in the amount of over EUR 30 millionл
  • Consultancy and representation of the EBRD in connection with the implementation of three projects for financing of the Fund for Local Authorities and Governments (FLAG) in Bulgaria with a total amount of the bank financing of EUR 100 million and total value of EUR 150 million.
  • Consultancy and representation of the EBRD in connection with the financing of Balkanpharma (EUR 21.5 million), including the submission of the relevant security.
  • Consultancy and representation of the EBRD in connection with the financing of Bony Holding (EUR 15 million), including the submission of security and its restructuring, diversification and maintenance.
  • Consultancy and representation of Innimo in the acquisition by Societe Generale of its consumer loan subsidiary Credibul and the portfolio restructuring through distribution among the various financial institutions, i.e. the bank, the micro-credit company and the debt collection company.


Litigation and Arbitration

  • The lawyers of PM&P successfully defended the interests of Enertrag which implemented the biggest wind power plant project in Bulgaria. The intervention of PM&P before the Arbitration Tribunal of the BCCI was decisive in the dispute with the National Electric Company, the state monopoly concerning the validity of the existing preliminary contract on the access to the electric distribution grid. The Arbitration Tribunal awarded its decision in an exceptionally complicated factual situation and modified the wrong practice of the state-owned enterprise in the relationships with its contractual counterparts. Its decision was confirmed in full by the Supreme Administrative Court (SAC).
  • Being the trusted legal representative of the Bulgarian Photovoltaic Association and over 150 RES producers, PM&P was the main driving force in the successful appeal before the SAC against the wrongful decision of the State Energy and Water Regulatory Commission on the charging of fees for the access of facilities based on renewable energy sources to the electricity distribution grid.
  • The PM&P team successfully defends the interests of its clients in cases of wrongful acts on part of public authorities. As the legal advisor to Karelia and against the background of missing explicit legal provisions concerning the refunding of the excise tax for unused or damaged excise strips intended for imported cigarettes, the law firm successfully appealed against a decision of the Customs Agency (CA). The court fully accepted the arguments of the team that the obligation to pay the excise tax was linked to actual imports and the state had no grounds to collect the tax if the imports did not take place. In the case of another successful appeal against a CA decision to charge excise tax on the original Swedish Bitter imported by Unipharma, PM&P presented sound arguments, which the court accepted, that it was a pharmaceutical product rather than spirits and therefore it was not subject to excise taxation. The SAC confirmed both decisions and that set the beginning of new case law in these matters. The law firm takes pride also in its successful practice in the case of the appeal on behalf of First Line Estates against tax audit assessments of the National Revenues Agency worth about ten million Leva.
  • The lawyers of the firm who appear in court have rich experience in litigation related to contractual non-performance, compensations, guarantees, and debt recovery enforcement proceedings which are worth millions. Examples to this effect are the cases in which PM&P represented Strabag versus Investbank in court and versus Traffic Engineering in arbitration proceedings, First Line Estates versus ZAD Victoria, Credit Suisse versus Inter Pipe, EBRD versus Belvedere Capital Management (Domain Menada).
  • The law firm is specialized in the legal representation of clients in cases concerning unpaid bond issues and the related insolvency proceedings and the invalidation of transactions in favour of creditors. PM&P represented a group of bond holders and the United Bulgarian Bank versus Bros Holding in connection with the non-payment of issues to the amount of about 12 million Euro.
  • The PM&P team has rich experience in real estate litigation. The state-owned company Vrana EAD entrusted the law firm to defend its interests in a real estate dispute with Simeon Saxe Coburg Gotha concerning some 4,000,000 sq m of land of Vrana farm. Furthermore, PM&P successfully represented Alpha Bank in its dispute involving real estate claims of the Bulgarian Academy of Sciences to the building of the bank head office in Sofia and in the appeal against the building permits issued.
  • Given the extensive experience of the team of the law firm in the law of the sea, leading European insurers assigned PM&P with their defence in the litigation concerning an incident with a vessel in the high seas.


IT, Media and Telecommunications

  • Thanks to the rich experience and expertise of the PM&P team in the field of internet based technologies and communications the Ministry of Transport and Information Technologies assigned the experts of the law firm to draft amendments to the Telecommunications Act (TA) and subsequently to the Electronic Communications Act (ECA) with regard to the powers of the Communications Regulation Commission (CRC) to resolve disputes between operators and consumers. In its capacity of legal advisor to the Association of Independent Internet Providers, PM&P was actively involved in the further initiatives and working groups for the drafting of amendments to the ECA.
  • The Bulgarian Web Association entrusted PM&P to prepare the first Guidelines for the General Terms and Conditions for E-shops and Web-based Services approved by the Consumer Protection Commission (CPC). These Guidelines identify the international best business practices to be applied in e-commerce in Bulgaria and to settle the relationships between consumers and traders.
  • PM&P represented Carrier BG, one of the three WiMAX operators in Bulgaria, in the process of obtaining an authorization to establish a WiMAX network in the country. Afterwards the team of lawyers successfully performed the legal representation of the company before the Supreme Administrative Court in the hearing of the appeal against the tacit refusal of the CPC to issue such an authorization.
  • PM&P consulted SuperHosting.BG AD, the most dynamic and the largest hosting company in Bulgaria, on the overall structuring of its operations, the compliance of the corporate general terms and conditions, its data protection policy and many other corporate issues and legal aspects of the business development plans of the company.
  • Worldwide known companies like Apple, Yahoo! and Samsung rely on the expertise and in-depth analysis of the PM&P team in connection with the regulatory aspects of their business operations and sales on the Bulgarian market.
  • The experts of PM&P are highly experienced and knowledgeable of the overall regulatory framework of commercial activities in the field of technologies, media and communications. The team of the law firm provides the overall legal service of Radio and Television City and advises some of the biggest e-shopping businesses in Bulgaria, including Store EOOD, Sila.BG, Mobio.BG, GET.BG on various matters related to regulation and their representation before the CRC, the Council for Electronic Media (CEM), the CPC and the Competition Protection Commission, the Self-Regulatory Board and other regulatory authorities in connection with the data protection, admissible commercial practices and the sending of advertising messages.


Energy and Natural Resources

  • The objective of PM&P to enhance good practices in the Bulgarian legislation and civil society is demonstrated in the commitment of the team to work to public benefit and to promote business. These efforts find recognition among numerous non-governmental organizations which work actively to improve the energy legislation in the country. Experts from PM&P are legal consultants and official representatives of the Bulgarian Chamber of Commerce and Industry in the drafting of the amendments to the Energy Act and the Renewable Energy Sources Act. Our team provides regular advice and takes active part in the energy initiatives of the American Chamber of Commerce (AmCham) in Bulgaria, the French-Bulgarian Chamber of Commerce, the German-Bulgarian Chamber of Industry and Commerce, the Bulgarian Wind Energy Association and others.
  • The energy team of PM&P does not limit its activities to the drafting of proposals to amend the existing Bulgarian legislation in the energy sector. Experts of the firm participate actively also in the development of the Third Energy Package of the European Union, a new model for promoting the use of renewable energy sources in Bulgaria with a view to minimizing the burden of purchase-related costs for society, as well as a new model for the structuring of the electricity market in the country in connection with the overcoming of the 2013 energy crisis.
  • PM&P has one of the best prepared and experienced energy teams in Bulgaria. The firm provides comprehensive services to renewable energy producers with capacity above 1,800 MW, which accounts for close to 50 percent of the ongoing projects of this type; our services include assistance in the development of projects, structuring and implementation of acquisitions, due diligence reports, regulatory matters, etc. Our clients are, among others, Innovative Wind Concepts, EnergiMidt Renewables, Roslyn Capital Partners, Enertrag, Innimmo Investments and Wind Innovation, Graess Solar, Soventix, and HEMS.
  • The expertise of the PM&P has been consulted in connection with the implementation of the South Stream projects and, more specifically, the implementation of the underwater section.