Dimitrov Tchompalov & Todorova Ltd.
The firm was founded in 2001 in Sofia as a boutique law firm to offer high quality services in all aspects of securities law. Dimitrov’s and Tchompalov’s number of years high positions service at the Bulgarian Securities Commission and consequent private legal practice, as well as Todorova’s extensive experience in securities law from clients’ prospective enhance our ability to provide focused advise on unusual and difficult policy and enforcement issues. Because of our efficient legal practice we are acknowledged as leading Bulgarian experts in the capital market sector.Our firm has been recommended by Legal 500 “as unique in specialising in Bulgarian securities matters” and “possibly Bulgaria's leading firm for debt and equity traded on the Bulgarian Stock Exchange”.Today, while DT&T maintains its primary focus on securities law, our practice has gradually extended to related matters like corporate governance, asset securitization, financial institutions, mergers and acquisitions and we continue widen our services across a full range of commercial legal issues.Dimitrov, Tchompalov & Todorova is dedicated to provide not so broad, but rather specialized range of sophisticated legal services of the highest standard. Our firm advises and represents public and investment companies, brokerage houses, asset management companies, tender offerors, investors, venture capital providers and private companies in a wide range of transactional, compliance and regulatory matters related to their businesses. Although focused on capital market and corporate, we provide to our clients complex legal advice considering all important legal aspects of the specific case: administrative, taxation, accountancy and others; moreover, we tailor our advice to the concrete commercial, marketing and reputation matters involved.Beyond our well-known capital market law and corporate practice, DT&T also renders to both domestic and international clients qualified legal services in pension funds, banking, real estate, energy & natural resources, and, in association with Stoeva, Kuyumdjieva and Vitliemov Law Firm, offers services in other areas like insurance, competition, intellectual property, environmental, litigation & arbitration.IPOs and Secondary OfferingsDimitrov, Tchompalov & Todorova serves as general or special counsel to public companies and companies seeking public financing in either IPOs or subsequent offerings, including equities, debt instruments and hybrid securities. Our engagements include corporate planning and restructuring advice; preparation of prospectuses and registration documents, assistance in negotiating underwriting and placement arrangements, and related transactional aspects of the offerings. We are highly regarded for being pioneers in implementing new legal opportunities and innovations in Bulgaria and for our participation in a number of high profile and complicated deals (see Track Record).Public Companies & Corporate GovernanceDimitrov, Tchompalov & Todorova counsels public companies and their boards and management on a wide range of corporate governance issues. Our advice addresses the following issues, among others: general meeting of shareholders, major transactions and related parties transactions, director qualification standards, including independent directors; composition and scope of board committees; disclosure controls and procedures, duties of directors, minority rights. We assist public companies and their investor relations’ directors about their ongoing disclosure obligations and other compliance issues, including the preparation of periodic reports under the Law on the Public Offering of Securities as well as price-sensitive information fillings We are ready to advise public companies about newly required corporate governance programs, as well as about code of business conducts and ethics for directors and employees and various corporate governance policies and procedures. Also, providing full range of legal services to public companies DT&T has assisted clients in many going private transactions, which follow a general meeting of shareholders that resolves on delisting or squeeze-out tender offers filed by the major shareholders (see Related Experience). DT&T also counsels minority shareholders on protection of their rights at general meetings, on derivative lawsuits and complaints before the Financial Supervision Commission and the Bulgarian Stock Exchange. We provide advice about shareholders agreements and securities transactions, including in the course of negotiations. Our lawyers have participated in drafting the 2004 Report on the Progress in Implementing in Bulgaria the White Paper on Corporate Governance in South East Europe, prepared under the auspices of OECD.Tender OffersDimitrov, Tchompalov & Todorova provides to tender offerors and companies tailored advice about various aspects of the mandatory and voluntary tender offers regulation and related transactional aspects of the offers. Our team prepares tender offer registration documents and represents our clients before the Financial Supervision Commission.A small portion of our lawyers’ experience in tender offers include:- Advising EFG Eurobank Ergasias S.A, Greece and its subsidiary in Luxembourg on the € 18.6 million offer towards the minority shareholders in DZI Bank, leader in the mid-sized and small banks group in Bulgaria, and the consequent delisting of DZI Bank;- Advising the tender offer towards the minority shareholders in the Black Sea resort Riviera, and the consequent delisting of the company;- Advising the consortium of sharegholders regarding their joint offer towards the minority shareholders in VAMO, a Bulgarian industrial giant during the communist era, and the consequent delisting of the company;- Advising the Bulgarian subsidiary of Bulmet S.A, Luxembourg - Intertrust Holding BG on its offer towards the minority shareholders in OTZK AD, one of the top European producers of lead and zinc;- Advising Chimimport AD, the biggest Bulgarian holding company, on its offer towards the minority shareholders the leading oil and gas extraction company in Bulgaria – Prouchvane I Dobiv Na Neft I Gas AD;- Advising Lidincom Establishment, Lihtenshtein and Pacific 2000 Ltd., Bulgaria, on their joint offer towards the minority shareholders in Napredak Holding AD, a former privatization fund;- Advising a Solvey Shishedjam, the Turkish major investor on its offer towards the minority shareholders in one of the biggest chemical Bulgarian companies Solvey Sodi AD;- Advising the Teos Holding GmbH, the Austrian major shareholder in the glass producer Rubin AD on its offer towards the minority shareholders;- Advising the Effekten und Finanz, the Swiss major shareholder in the cosmetic company Alen Mak AD on its offer towards the minority shareholders;- Advising the American owned Acid & Fertilizers Ltd on its offer towards the minority shareholders of Agropolihim AD;- Advising the Hungarian Videoton Holding AD on its offer towards the minority shareholders in DZU AD;- Advising the ECM Holdings Ltd. and Estimon on its offer towards the minority shareholders of Han Asparuh AD;- Advising the Lidinkom Establishment, Lichtenstein, Pacific 2000 OOD on their joint offer towards the minority shareholders of Napredak Holding AD. That is the first tender offer related to going private procedure in respect of an ex-privatization fund under the new regime after 2003.Investment IndustryDimitrov, Tchompalov & Todorova assists clients in connection with the full range of securities industry products and activities and all aspects of the securities and investment company business: from organizing and licensing an investment intermediaries (broker/dealers), mutual (contractual) funds, investment companies and management companies to providing ongoing advice and representation. Our lawyers have counselled the establishment and licensing of the first Bulgarian management company. More generally, DT&T has advised on the establishment, licensing and extension of the scope of the licenses of more than 15 Bulgarian investment intermediaries and management companies, as well as the licensing of a dozen of Bulgarian mutual funds. In addition, we counsel investment intermediaries and funds about general corporate issues and, especially, about the applicability of the securities laws and the rules of the self-regulatory organizations related to their activity, including internal rules drafting, sales and trading practices, best execution and suitability issues, net capital requirements, margin issues, insider trading, “Chinese Walls”, anti-money laundering. The scope of our services includes also advice and support in creation of new financial products and structuring new services, marketing, advertising and distribution of investment products, corporate governance matters for financial institutionsAsset SecuritizationDimitrov, Tchompalov & Todorova is a pioneer in offering advice on assets securitization, real estate investment trusts and sophisticated off-balance sheet financing techniques. The partners have consulted the Members of the Parliament and the drafters of the 2003 Law on the Special Purpose Investment Companies, which is the law that provides for securitization of real estate and receivables.DT&T lawyers record includes:- Advising on the establishment and licensing of the first Bulgarian REIT TBI-BAC Real Estate Investment Trust ADSIC (later renamed to Prime Property ADSIC);- Advising on the establishment and licensing of a dozen other REITs, including HBG Real Estate Fund ADSIC, Exclusive Property ADSIC, Serdica Property ADSIC, CEE Real Estate ADSIC, Park ADSIC, Black Sea Properties ADSIC, Premier Fund ADSIC, Activ Properties ADSIC, Elana Agricultural Land Fund ADSIC, CCB Real Estate ADSIC, Inte

practice areas

General Practice

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