Georgiev, Todorov & Co.

Georgiev, Todorov & Co. was established in 1991 by four highly qualified lawyers and has grown steadily to its current staff of 7 partners, 32 lawyers in Sofia, a number of lawyers in the country and a total number of lawyers - 52. The firm has a supporting staff of 34 people. Georgiev, Todorov & Co. work in cooperation with associates, some of whom are among the most reputable specialists in all specific areas of Bulgarian law. Since August 2001, the firm moved to its new own building, situated in the centre of Sofia. Fully equipped premises are available for foreign colleagues and clients during their stay. The firm has established offices in all the major towns of Bulgaria - Bourgas, Varna, Plovdiv, Rousse, Stara Zagora, Veliko Tarnovo.

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. These are just few examples of major international projects of Georgiev, Todorov & Co.

2009 - legal advisers on the acquisition of the professional football club PFK CSKA EAD.

2008 - Legal consultants to the winner in the biggest deal for 2008 in Bulgaria, the privatisation procedure for the Bulgarian Maritime Fleet KG Maritime Shipping.

2007 - Advisors to ITT the world leader of tactical telecommunication systems with regards to project with the Ministry of Defense for the modernization of the intercommunications of the Bulgarian army according to the NATO standards.

2006 - Advisors to NU Image Bulgaria EOOD that has won the bid for the privatization of Bulgaria's biggest film production company.

2005 - Advisors to the Elbit Systems Ltd. and Lockheed Martin with regard to a public procurement for the modernization of Bulgarian military helicopters.

2004 - Advisors to the buyer in the biggest Bulgarian privatization sale (of Bulgarian Telecommunications Company).

2003 - Advisors to the winner in a competition for awarding of third national TV license.

2001 - Legal advisors to the winner in the first tender for GSM license.

2000 - Lawyers of Balkan Airlines with respect to the first lawsuit aiming announcement by a Bulgarian court that a strike is illegal.

1999 - Legal advisors to Mayor of Sofia with respect to the FIRST Bulgarian Municipal Bonds Issue (Euro 50,000,000).

1998 - Legal advisors with respect to the FIRST Bulgarian merger of private banks.

1996 - FIRST Bulgarian law firm instructed by the Bulgarian National Bank to represent its' interests with the Supreme Court with respect to the withdrawal of the licenses of two commercial bank.

1995 - Authors of the first Bulgarian book commenting the new VAT Act.

1994 - Acting for the European Bank for Reconstruction and Development in establishing the FIRST investment bank in Bulgaria.

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. Some of the most developed areas of practice are administrative procedures (including issuing, alteration, suspension or revocation of licenses), administrative appeals and taxation, which are relatively rarely covered by other lawyers. For instance, during the BTC negotiations, Georgiev, Todorov & Co. defended it's client successfully in more than 12 proceedings with the Supreme Administrative Court.

In the field of CORPORATE AND COMMERCIAL LAW, the firm has registered the local offices of many reputable international corporations such as Ernst & Young (U.K.), Microsoft Corporation (USA), OTE S.A. (Greece), Montgomery Watson Harza (U.K.), Harlequin Publishing (the Netherlands), etc. Lawyers of Georgiev, Todorov & Co. have been long-term advisors to all these and many other clients as regards the setting up of their local activity, the execution of the contracts with their suppliers and customers, the renting of offices, the employment of staff, taxation, etc.

The firm has been providing advice on complex commercial contracts also 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), AVL Verwaltungsgesellschaft mbH Prof. Dr. Dr. h. c. Hans List (Austria), CSKA Football Club (Bulgaria), East-West Commodities (Germany), SGL Carbon GmbH (Germany), etc.

Other particular strengths are PRIVATIZATION, BANKING, INSOLVENCY, SECURITIES & STOCK EXCHANGES, TELECOMMUNICATIONS, IT AND MEDIA, TAXATION, ENERGY.

PRIVATIZATION:

· Recently the firm advised the winner in the privatization of the Bulgarian Maritime Fleet KG Maritime Shipping, which was one of the biggest deal in Bulgaria for 2008 and also the winner in the privatization of the Thermal Power Plant "Bobov Dol". The firm has done tens of due diligence reports of companies in process of privatization either for the state or for the potential buyers, e.g. due diligence of Sofia Properties (the biggest real estate company in Bulgaria), Pharmachim; Beloizvorsky Tziment; Balkancar Holding; Balkancar Impex and Balkancar Ingeneering; Litex Juice, DSK Bank; Balkan Bulgarian Airlines; BULGARIAN TELECOMMUNICATIONS COMPANY; due diligence reports for the European Bank for Reconstruction and Development of Aroma AD and of privatized wineries included in the assets of Domaine Boyar group (such as Vinprom Shumen and Vinis Yambol); due diligence report on Bulgartabac .

The firm acted as advisor of Balkan Mining consultants (UK) with respect to the privatization of Mangan EAD (Manganese-extracting state-owned Bulgarian company).

· Advice during negotiations to the potential and/or successful buyers of Beloizvorsky Tziment; Gorna Malina; 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).

· Legal advice to 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.

The practice has been involved in all phases of the founding and functioning of a BANK INSTITUTION:

Georgiev, Todorov & Co. has been involved in the establishment of Bulgarian Investment Bank and Bank National de Paris - Dresdner Bank.

Acting as a local advisor of the European Bank for Reconstruction and Development (the "EBRD"), Georgiev, Todorov & Co. produced extensive analysis of the legal regime, drafted 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.

· Concessions: Legal Consultancy to Fraport AG Fraufurt Airport Services Worldwide regarding the running of Bourgas & Varua airports and MSF Portugal with regards to the concession of Trakia highway

Regulatory:

· The firm coordinated the licensing and registration process of the above mentioned two banks with the Bulgarian National Bank ("BNB") and the Sofia City Court;

Sale of Shares in Bulgarian Investment Bank:

· Acting once again for the EBRD, Georgiev, Todorov & Co. produced comments on the share Sale Agreements, monitored the notarization, the approval by the BNB, the registration process, issued legal opinions, etc.

Day-to-Day running and on Major Bank Transactions of:

· The 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; and

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

Bank INSOLVENCY:

· DSK - current business contracts.

· Advice and overall legal support to the syndic of the biggest Bulgarian insolvent bank - Balkanbank (1999-2001) as well as the sale of the bank's undertaking as a going concern, etc.

SECURITIES & STOCK EXCHANGE:

· One of the Partners at the firm was a member of the team who worked out the Draft Law on the Amendment and Supplement of the Law Securities, Stock Exchanges and Investment Intermediaries (1998), as well as on the Draft Law on the Transactions with Compensatory Instruments (2001).

· The firm consulted the Bulgarian Stock exchange regarding its foundation and registration as well as regarding the working out and adoption of its Internal Regulations.

· Advisor of 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.

As regards to TELECOMMUNICATIONS, for years lawyers of the firm have provided on case by case basis: reports on telecoms to foreign magazines such as Impact and Tariffica regulator; advice to the broadcasting division of the national state-owned telecom company, etc. Our members conducted also successful court proceedings for abrogation of illegal regulations of the Committee of Posts and Telecommunications on the granting of licenses to telecom operators (1994). G,T&Co. has advised OTE regarding the first privatization procedure of Bulgarian Telecommunication Company (1998-1999) as well as on their participation in the GSM2 bidding procedure where they won the tender (2000).

In 2000 G., T. & Co. advised once again OTE on their participation in the GSM2 bidding procedure. OTE won the tender and at present our firm acts as long-term legal advisor of their local company (Cosmo Bulgaria Mobile). Work involves assistance and advice as of the issuing of the GSM2 license (including its' successful defense in court when another candidate challenged it); advice on the establishment of the network - purchase of renting of buildings; supply of equipment and services; employment of people; taxation of expatriates, etc.

In 2002 G., T & Co. once again advised OTE on the second round of the BTC privatization. Work involved update on the regulatory changes since the first round, extensive due diligence and issuing of related legal opinions.

In 2003 G.,T. & Co. assisted a nominated buyer of BTC - a consortium led by the US-based Advent International Corporation. Work involved participation in the negotiations, comments on draft-agreements, analysis of the legislation and on pending bills. The litigation department of the firm further defended the consortium in 12 cases of appeal with the Supreme Administrative Court.

In 2008 G., T & Co. 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.

In the field of IP AND IT, G., T. & Co. provides longterm advice to Microsoft Corporation (USA) as well as to its local subsidiary (Microsoft Bulgaria). Work involves for instance localization of license agreements for the MS software products; advice on application of e-signatures and e-documents in Bulgaria, etc.

The firm also advises the biggest developer of professional software products under MS Windows: CIELA Publishing House as the licensor of e-information system for lawyers. 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.

In the field of MERGERS AND ACQUISITIONS the firm acted as legal advisor of Maspex Ltd, a Polish company, on the acquisition of Litex Juice ltd., the 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 PlovdivT, aylor Nelson Sofres (plc), UK in the acquisition of Bulgarian joint stock companies (1998-1999); Georgiev, Todorov & Co. consulted the transaction of the acquisition of "Balkan Agency" EOOD by "Balkan Agency" AD (1999); 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).

In the field of 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. It has acted also as a legal advisor of 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. Georgiev, Todorov & Co. provides legal advice and representation to ENEL concerning the different stages of the Reconstruction and Rehabilitation Process of Maritza Iztok 3 Power Plant.

G.,T. & Co. acted as the local legal advisor of the consortium of 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. Maritza Istok 2 produces approximately 17% of the total power in Bulgaria and is expected to become even more important in view of the close up of units 1 and 2 of Bulgaria's nuclear power plant Kozloduy. The firm's work is focused mainly on the fields of energy, construction, project finance and international contracts. Other clients include: Montgomery Watson Harza (with respect to World Bank funded projects); DSD/RWE (EPC contractor of Maritza Iztok 3 Thermal Power Plant); the private Thermal Power Plant Maritza 3 Dimitrougrad, the Energy Efficiency Agency, etc.

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 (post-privatization fund of the EBRD), Montgomery Watson Harza, OTE S.A.

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.