Georgiev, Todorov & Co.

About this office:

The lawyers of "Georgiev, Todorov & Co." work in close cooperating which allows the involvement in complex projects of team members specialized in different fields of law. Some of the lawyers are foreign educated and/or foreign trained. The associates are selected amongst the "top of the top" experts on their areas of specialization. Since 1991 the firm has gained extensive international experience. For years our lawyers have participated in major international projects together with English and/or international law firms.

Although the main focus is on consultancy work, one of the important reasons for speed development of the firm is that Georgiev, Todorov & Co. combines successful consultancy work with an outstanding litigation practice which is often crucial for the client's defense in emerging markets. The lawyers of the firm have represented clients in the largest arbitration and litigation cases in Bulgaria as well as in proceedings for abrogation of illegal acts of the government and of non-constitutional laws.

Being a member of the organization Lawyers Associated Worldwide (LAW) Georgiev, Todorov & Co. has the opportunity to defend its clients practically all over the world and to use a powerful informational network.

Our particular strengths are CORPORATE AND COMMERCIAL LAW, PRIVATIZATION, BANKING, INSOLVENCY, DISPUTE RESOLUTION, SECURITIES & STOCK EXCHANGES, TELECOMMUNICATIONS, M&A, IT AND MEDIA, ENERGY, TAXATION

These are just few examples of major projects Georgiev, Todorov & Co. has been involved in:

CORPORATE AND COMMERCIAL LAW

· Registration of local offices of Ernst & Young (U.K.), Microsoft Corporation (USA), OTE S.A. (Greece), Montgomery Watson Harza (U.K.), Harlequin Publishing (the Netherlands)

· Advising on complex commercial contracts to: UPS Europe S.A. (Belgium), Microsoft Corporation, Heineken (Germany), Bank Austria Credit Anstalt Leasing (Austria), Commerzbank (Germany), Taylor Nelson Sofres (U.K.), Gasprom (Russia), East-West Commodities (Germany), SGL Carbon GmbH (Germany), etc.

PRIVATIZATION

· Bulgarian Maritime Fleet - legal consultation and representation of KG Maritime Shipping with regards to the privatization of the Bulgarian Maritime Fleet

· Thermal Power Plant "Bobov Dol" - legal advice to the winner in the privatization of the Thermal Power Plant "Bobov Dol"

· Bulgarian Telecommunication Company for both privatisation procedures

· Balkan Mining consultants (UK) with respect to the privatization of Mangan EAD (Manganese-extracting state-owned Bulgarian company)

· Titan Sport EAD with regards to the acquisition of the professional football club PFK CSKA EAD;

· NU Image Bulgaria - a daughter company of NU Image Inc. USA - with regard to the privatization of the biggest Bulgarian film production Company - Boyana Film.

· Advice during negotiations to the potential and/or successful buyers of Sofia Properties, Pharmachim, Bulgartabac, Beloizvorsky Tziment; Gorna Malina; Balkancar Holding; Litex Juice, DSK Bank, Balkan Bulgarian Airlines; BTC; Balkantourist, Grand Hotel Varna, Etc.

· Extensive experience on post-privatization supervision and compliance: more than eight investment projects of the post-privatization fund of the European Bank for Reconstruction and Development (ECM/BPPF)

BANKING

The firm has been involved in all phases of the founding and functioning of a bank institution:

· The establishment of Bulgarian Investment Bank and Bank National de Paris - Dresdner Bank

· Local advisor of the European Bank for Reconstruction and Development (the "EBRD") producing extensive analyses of the legal regime

· Drafting the Articles of Association of the two banks and their registration documents as well as provided advice on the associated Shareholders' Agreements, Put / Call Option Agreements, etc. Major bank transactions of:

· EBRD - advice on a total of 7 projects related to secured lending to or equity acquisition in an investment fund (CARESBAC), in an insurance company and in major local producers (Aroma AD, Domaine Boyar AD)

· ABN AMRO Bank (the Netherlands) - on a major case of bank fraud;

· Raiffeisenbank - on syndicated loans

· Bank Toscana - court proceedings related to debt collection

· Bank Austria Credit Anstalt Leasing (Austria) - advice on the regime of finance leasing

· Credit Bank (advice on the assignment of debts, etc.)

· Commerzbank (Germany) - advice on series of contemplated bank derivative transactions

· Mineralbank - advice on bank loans, securities, etc. .

CONCESSIONS

Legal consultancy to:

· Fraport AG Fraufurt Airport Services Worldwide regarding the running of Bourgas & Varua airports

· MSF Portugal with regards to the concession of Trakia highway

REGULATORY

· Bulgarian Investment Bank - sale of shares

· EBRD - comments on the share Sale Agreements, monitored the notarization, the approval by the BNB, the registration process, issued legal opinions, etc.

INSOLVENCY

· Balkanbank - advice and overall legal support to the syndic of the biggest Bulgarian insolvent bank - Balkanbank (1999-2001)

· Viohalko Group The firm advised also Viohalko Group with respect to the insolvency of the Works for Processing of Non-ferrous Metals - Sofia

· Zeevi Group - The firm advised the Israeli company Zeevi Group with respect to the insolvency of the national flag carrier Balkan Bulgarian Airlines;

DISPUTE RESOLUTION

At the privatization of BTC the firm has successfully defended in 13 cases before the Supreme Administrative Court its client - Advent International.

The firm has also extensive experience in defending clients before the International Court of Arbitration at ICC in Paris. It has successfully defended there clients as the consortium leader Balfour Beatty Rail GmbH, Zeevi Group, BTC and other.

SECURITIES & STOCK EXCHANGE

· Bulgarian Stock Exchange - legal consultation regarding its foundation and registration as well as regarding the working out and adoption of its Internal Regulations

· Sofia Municipality with regard to its first Eurobond issue (the first Bulgarian Eurobond issue also) in 1999-2000

· Legal consultancy of a lot of public companies (plc), investment companies and funds with regard to their prospects, stock exchange listing, mergers, deregistrations and cancellations as well as with regard to transactions of these companies and funds. Such are: Investment Company "Industrial Fund" AD; MG Elite Holding AD; Elcable AD; Trud & Capital AD; Interhotel Veliko Tarnovo; Grand Hotel Varna; Bulvesta Holding etc.

TELECOMMUNICATIONS

The firm has provided legal consultation

· OTE on their participation in the GSM2 bidding procedure and on the second round of the BTC privatization;

· Cosmo Bulgaria Mobile - acting as a long-term legal advisor;

· Advent International Corporation - the nominated buyer of BTC. The litigation department of the firm further defended the consortium in 12 cases of appeal with the Supreme Administrative Court;

· Bulgarian Telecommunication Company - the firm has been involved in the restructuring of the business of the company in order to be concentrated on its core business: (1) legal due diligence and sale of the radio and TV outlet of BTC and (2) preparation for sale of the most marketable real estates of BTC; IP AND IT

· Microsoft Corporation (USA) as well as to its local subsidiary (Microsoft Bulgaria) - long-term advice;

· CIELA Publishing House (the biggest developer of professional software products under MS Windows).Work involves advice on the regime of protection of software, on licensing agreements as well as alternative dispute resolution and litigation related to copyright infringement.

MERGERS AND ACQUISITIONS

The firm acted as legal advisor of:

· Maspex Ltd, a Polish company, on the acquisition of Litex Juice ltd.;

· UK investment fund Chelsfield Partners with regard to the building of a sizable project including a Retail mall and leisure complex, Sports Halls and Hotel Complex in city of Plovdiv;

· Taylor Nelson Sofres (plc), UK in the acquisition of Bulgarian joint stock companies (1998-1999)

· Alpha Airport Services due diligence survey of a local airport catering operator

· Rompetrol with respect to the establishment of a local subsidiary and the effecting of a considerable investment in one of the major Bulgarian towns down the Danube River.

· RTC - the firm was consultant of contemplated acquisition of a mobile telephone operator RTC by one of the potential buyers of the Bulgarian Telecommunication Company - OTE, Greece (1999- 2000)

ENERGY

The firm have consulted clients like:

· Gasprom (Russia) with regard to their investment in a joint-venture with the Bulgarian state for the import of gas

· Topenergy - 100% local subsidiary of Gasprom (Russia) distributing gas on the Balkan Peninsula. It advised Balkan Mining Consultants with respect to their investment projects in the area of the mining industry in Bulgaria

· ENEL concerning the different stages of the Reconstruction and Rehabilitation Process of Maritza Iztok 3 Power Plant

· Mitsui & Co. Ltd., Toshiba Corp. and the Japanese Bank of International Cooperation with respect to the rehabilitation of 4 units of Maritza Iztok 2 Thermal Power Plant

· Montgomery Watson Harza - with respect to World Bank funded projects

· DSD/RWE - the EPC contractor of Maritza Iztok 3 thermal power plant

TAXATION

Throughout the years since its foundation, the firm has not had even one unsuccessful court appeal against claims of the tax authorities. Few of the clients who have entrusted their interest to the practice are Grand Hotel Varna, Citomark (Italy), Balkan Bulgarian Airways, etc. Day-to-day advice on complex issues related to direct taxes, VAT and/or avoidance of double taxation has been sought by clients such as Ernst & Ýoung, Microsoft, Oracle, Balkantourist, ECM/BPPF.