Financial markets

For more than two and a half decades, Boyanov & Co has advised banks and non-banking financial institutions, investment firms, borrowers, notes issuers and underwriters and security agents on many high-profile and big-ticket finance transactions, including bank and non-bank lending, project finance deals, debt restructurings, note issuance and regulatory matters. 

Boyanov & Co is not only highly qualified and very experienced on local law banking and finance matters, but is also very familiar with standard English law finance documents (such as the various LMA templates). This enables us to assist clients not only on purely Bulgarian law matters related to finance transactions, but also on English-law-governed finance documents, including drafting and/or negotiating English law finance documents.

Based on a vast experience, the firm’s finance team, when necessary in combination with other relevant teams at Boyanov & Co, is able to assist on all aspects of even the most complex finance transactions, in a speedy manner, at international standards and at a competitive price.

Boyanov & Co is known for its professional integrity, solution-oriented approach, responsiveness and quick turnaround times.

The firm has been appointed on two new legal panels recently — on a regional legal panel for south-east Europe of the European Investment Fund (EIB) and on a regional legal panel for Allied Irish Banks (AIB), Ireland. In fact, SEE Legal, of which Boyanov & Co is a founding member, has been appointed on both legal panels as regional legal services provider.

Boyanov & Co has a leading banking practice in Bulgaria. Its clients include major commercial and investment banks, export credit insurance companies and financial institutions from around the world, as well as the largest domestic banks. The firm offers comprehensive and quality service, advising on the full spectrum of bank-related transactions, such as:

  • establishment and licensing of banks and benefiting from the EU passport regime;
  • bank acquisitions and sales;
  • bank corporate issues;
  • day-to-day banking operations;
  • regulatory compliance; and
  • bank insolvency.

The firm has been involved in the Bulgarian banking sector’s most important transactions during the last two-and-a-half decades. It was involved in banking M&A transactions (most of the deals in that sector happened with the active involvement of Boyanov & Co), reorganisations of banking groups (for a considerable period of time, Boyanov & Co was the only Bulgarian law firm that had performed complex internal restructurings and reorganisations of Bulgarian banking groups) and banking insolvency (for example, during the wave of banking insolvencies of major state-owned banks in Bulgaria, Boyanov & Co assisted 14 foreign banks and financial institutions — almost 70 per cent of the claims against the major insolvent banks — not only in filing their claims related to the bankruptcy procedure, but also in the successful negotiations for the recognition of some of the insolvent banks’ debts as governmental debts and on the swap of those debts for instruments that can be used in the privatisation process in Bulgaria).

Currently, Boyanov & Co advises a significant minority shareholder in Corporate Commercial Bank (placed under special supervision in June 2014) on possible resolutions for the bank.

Our award-winning finance practice acts for borrowers, lenders, lessors, lessees, debt and equity issuers and guarantors in a wide range of capital market and other financial transactions. We have been pathfinders for many financial products and transactions that were unknown to the Bulgarian market before.

Our specific services include:

  • drafting and negotiating term sheets on finance transaction and setting out finance deal structures;
  • drafting and negotiating loan agreements and other finance documents, including under the LMA templates;
  • drafting and negotiating security documents;
  • issuing legal opinions on finance transactions;
  • perfection or enforcement of security interests;
  • due diligences of security interests;
  • ISDA opinions; and
  • advising banks, investment firms, payment institutions and other financial institutions on regulatory compliance.

Boyanov & Co has been involved in the largest and most complicated finance and debt restructuring transactions in Bulgaria in the last 24 years.

Our insurance practice has always been at the vanguard of local business and regulatory development. We have been engaged in a number of pioneering projects:

  • in 2006 we advised Cardif (the insurance arm of BNP Paribas) on the establishment and licensing of two branches in Bulgaria — this was the first licensing of a foreign company branch under the Insurance Code of the same year; and
  • recently we advised a client on the establishment of the first local insurance agent acting for an EU insurer operating cross-border in Bulgaria.

We advise on a wide range of issues in various areas of the insurance business (life, casualty, property, health, pension, unemployment), including:

  • establishment and licensing of insurance companies, including foreign insurance companies subsidiaries and branches opening and licensing;
  • assisting foreign insurance companies in taking control over local insurers;
  • advising on regulatory issues;
  • insurance products drafting and licensing;
  • regulation of product marketing, distribution and intermediaries;
  • representing clients before the courts, regulatory and other authorities;
  • acting as corporate counsel and corporate secretary for insurance companies;
  • insurance issues in the context of project finance transactions;
  • bancassurance schemes;
  • insurance disputes; and
  • liquidation of insurance companies.

Boyanov & Co is at the forefront of developments in the convergence of the insurance and capital markets. In addition to advising insurers and bankers, our insurance expertise is sought by a considerable number of companies from different sectors of the economy.

Capital markets
We offer a wide range of legal advice in relation to investments, issuance and trade in financial instruments, government and corporate securities (including equities and bonds), over-the-counter derivatives, rights and other instruments, repo and buy-sell back transactions.

Boyanov & Co has advised clients in relation to IPOs, dual listings, takeover bids and so on. We regularly issue ISDA and netting opinions.

Our clients include major international financial conglomerates, investment funds, trusts and other financial institutions, as well as the Bulgarian and other governments.