Areas of practise

General Corporate, Mergers & Acquisitions

Corporate Law is one of our hallmark areas of expertise. In the General Corporate and Merger and Acquisitions practice, we have attained a diverse experience and knowledge of industries whereby we mastered the regulatory and economic framework of different industrial sectors.

General corporate

general framework for foreign investment;
advice on selecting the most appropriate legal and operational business organisation;
formation of business organisations (incorporation of legal entities, formation of partnerships and representative offices);
applications for government approvals, licenses and registrations;
preparation of all types of commercial agreements and related documentation;
shareholder, partnership, joint venture and management agreements;
corporate governance issues;
social security and employment;
changes in the capital structure;
day-to-day corporate assistance.

Mergers and acquisitions

Ratio Legis is able to advise on all the relevant aspects of mergers and acquisitions, joint ventures, spin-offs and restructurings, including merger control filings. Our M&A lawyers advise private companies, public companies, financial institutions and other investors on:

mergers, acquisitions and other business combination transactions;
partnerships, strategic alliances, consortia and other contractual joint venture arrangements;
management buy-outs and buy-ins and other venture capital transactions;
business, share or asset purchase or disposal;
public takeovers;
choosing the most appropriate legal and operational structure of the transaction;
establishment of local entities and special purpose vehicles;
financing of transactions;
comprehensive and limited legal due diligence;
drafting and negotiation of transaction documents;
escrow arrangements;
closing transactions.

Commercial Law

We will provide our professional support to ensure reliability of our clients’ commercial relationships. The legal advice will cover but will not be limited to the following areas:

wholesale and retail business commercial contracts;
manufacturing and supply agreements;
securitisation of commercial contracts;
lease and credit facilities agreements;
franchising;
insurance;
import and export financing;
IT, intellectual rights, media engagements.

Energy and Utilities

Our Power and Energy practice group has the expertise to provide full scope assistance to clients interested in investing in energy resources in Bulgaria. The practice group provides advice on energy related issues such as:

electricity and power generation industries;
power purchase agreements;
electricity, petrol and gas sale agreements;
regulatory framework advice;
structuring and implementation of joint venture projects, including preparation and negotiations of complex documentation;
licensing regime;
concessions’ regime and procedures;
public procurement;
site development;
project financing

Real Estate & Construction

Bulgaria is a dynamic and rapidly developing real estate market. The serious interest is declared from investment funds, Bulgarian and foreign developers and individual persons.

Our in-depth market knowledge and experience build the trust of our clients to find the best practical solutions in their real estate deals. Using our commercial judgment, as well as advising on the law, is as important in a small portfolio purchase as it is in more complex developing and investment arrangements.

The real estate consulting is separated in two main divisions within the Law Firm:

Consulting of corporate clients

Our team has the resources to deal with all the real estate issues arising from corporate, banking and project/infrastructure transactions with which we are involved. We are fully capable to procure premium quality legal services throughout the entire process of real estate investments including:

advice on real estate transactions structuring;
construction and development;
title due diligence, including the underground installations;
preparation, review, adjustment and harmonization of preliminary and final agreements for acquisition, construction, lease of Real Estates, etc.;
conducting a property audit to review the property holdings and provisions of the respective town planning;
financing of real estate acquisitions, securitization;
SPV for real estate investments;
advice and legal support throughout of developing process;
sales structuring;
management of real estate residential properties, commercial properties;
environment;
property litigation.

Consulting of individual investors

We aim to procure to our individual clients a fully integrated and complex legal and administrative service while supporting their acquisitions of real estate in Bulgaria. Having us as your legal representatives in the acquisition process means that you will receive comprehensive advice on the related legislation in real estate business. Our service will cover some or the all of the bellow listed:

preliminary agreement, representation in negotiations with the owner/developer;
management regulations for the respective residential complex;
preparation of all related documents;
check of the title ownership prior the transfer;
notary deed, formal conveyance;
additional registrations of the acquisition.

Litigation & Arbitration

Although the main focus of our legal practice is consultancy work Ratio Legis, steadily develops an outstanding litigation practice, which is often crucial for the client's defense in emerging markets. The Law Firm's litigation practice group represents clients in relation to claims arising in the commercial, industrial, financial or administrative fields on matters such as:

conducting litigation before Bulgarian courts of all instances;
representation of clients before local arbitration tribunals;
all types of commercial litigation;
bankruptcy;
labour disputes;
administrative proceedings;
tax disputes;
recognition and enforcement of judgements and awards;
domestic arbitration;
alternative dispute resolution;
all litigation-related work such as collection of evidence, injunctions and other preliminary relief.

Public Procurement

Our experience in the field of public procurement includes all the procedures according to the Bulgarian legislation in this area: open procedure, a restricted procedure, a competitive dialogue and negotiated procedures as well as the preparation of all the documents needed and the contacts with the Public Procurement Agency.

Employment & Social Security

Ratio Legis advises clients on various aspects of labor, employment and social security issues, and legal aspects of hiring of Bulgarian and foreign employees.

Employment

drafting employment contracts;
drafting management contracts;
drafting any type of internal regulations on labor discipline and internal orders;
structuring individual and collective dismissals;
drafting and negotiation collective labour agreements;
employment due diligence;
structuring of employee transfer schemes;
representation before any and all authorities, including the court of first, second and third instance;
advice on the labour aspects of organisational restructuring.

Social and Health Security

advice on social and health security aspects of employment;
advice on social and health security requirements applicable to service providers.

Health and Safety

advice on various aspects of health and safety working requirements, applicable to different industries;
drafting contracts with organizations providing medical services;
due diligence of health and safety conditions.

Work and Residence Permits

advice on applicable work and residence permit requirements;
drafting and filing applications for issuance of work and residence permits;
representation before the Employment Agency in regard to the issuance or refusal of issuance of work permits.