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Corporate and M&A: Key Bulgarian legal developments
Over the past months, Bulgaria has adopted and implemented several important legislative changes affecting foreign investment screening, merger control, corporate reorganisations, and company transparency. In addition, the country is preparing for euro adoption on 1 January 2026, which will bring adjustments to corporate governance and registration procedures. Courts have also issued significant rulings clarifying directors’ duties in insolvency, the validity of detrimental transactions, and shareholder rights. Our overview provides detailed information about these updates and outlines their implications for businesses and transactions. Update on Bulgarian legislation 1. Foreign Direct Investment
Kinstellar, together with Addleshaw Goddard as lead counsel, advises Phoenix Equity Partners Limited on the acquisition of FutureMeds in Bulgaria and Ukraine
Kinstellar, together with Addleshaw Goddard as lead counsel, has advised Phoenix Equity Partners Limited, a leading UK-based private equity investor, in connection with the acquisition by Phoenix of FutureMeds, a fast-growing clinical trial site network operating across Europe, including subsidiaries in Bulgaria and Ukraine. The transaction marks a significant step in Phoenix’s investment in the healthcare and life sciences sector and supports FutureMeds’ ambition to accelerate access to clinical trials across Europe and beyond. FutureMeds is Europe’s first dedicated independent site management organisation (SMO), providing access to state-of-the-art clinical research infrastructure across multiple countries.
Kinstellar advises Paradox Interactive on the acquisition of Haemimont Games
Kinstellar’s Sofia office successfully advised Paradox Interactive, one of the premier developers and publishers of strategy and management games, on the acquisition of Haemimont Games, one of the first video game development studios in Bulgaria. The renowned video games publisher enters the Bulgarian market in the first video game transaction in Bulgaria for 2025, part of Paradox’ strategy to grow the management games genre and a good news for the entire video games industry in Bulgariа. The Kinstellar team, comprising Georgi Kanev (Managing Associate, Head of Interactive Entertainment & Gaming), Diana Dimova (Partner, Corporate/M&A), Denitsa Kuzeva (Senior Associate, Corporate/M&A) and Atanas
First in-depth M&A investigation under the EU Foreign Subsidies Regulation: What it means for future M&A deals
The EU Foreign Subsidies Regulation (“FSR”) started to apply on 12 July 2023 as another instrument in the EU regulatory toolkit aimed at preventing distortions of competition on the EU internal market. In the spotlight of the framework are foreign subsidies granted to companies carrying out economic activities within the EU in the context of (i) M&A transactions, (ii) public procurement and (iii) other market activities. Foreign subsidies are all financial contributions provided, directly or indirectly, by non-EU countries, including any transfer of financial resources from non-EU countries such as grants, capital injections, loans, tax incentives, credits and funds. In the context of M&A, the FSR imposes
Kinstellar advises YouGov on the acquisition of GfK's consumer panel business
Kinstellar, in conjunction with DLA Piper, has advised international online research data and analytics technology group YouGov plc on the acquisition of the European Consumer Panel Business of GfK, a German market research firm, for EUR 315 million. Listed on the London Stock Exchange, YouGov has one of the world's largest research networks. Its products and services draw upon a detailed understanding of more than 24+ million registered individuals to deliver accurate, actionable consumer insights. GfK CP compasses over 100,000 households with panels across 16 European countries collecting and providing data on household purchases and insights intо the FMCG sector. The acquisition is subject to customary closing
Kinstellar advises global HR and workforce management solutions provider UKG on its acquisition of Immedis
Kinstellar advised UKG Inc., one of the world’s leading HCM cloud companies, on the Bulgarian law aspects of its agreement to acquire Immedis, a global payroll provider. The acquisition, subject to closing conditions, will utilise the strengths of both organisations to transform the traditionally frag mented global payroll model. Тhe Kinstellar team in Sofia was led by Corporate & M&A lawyers Diana Dimova (Managing Partner) and Denitsa Kuzeva (Senior Associate), and included Georgi Kanev (Managing Associate, IP & IT, Data Privacy), Anita Borisova (Senior Associate, Employment), Yasen Toshev (Junior Associate, Corporate and M&A), Antonia Mavrova (Partner, Real Estate) and Simeon Vachev (Senior Associate
Kinstellar advises TAWAL on their bid to acquire the tower assets of United Group across Bulgaria, Croatia and Slovenia for EUR 1.2 bn
Kinstellar, working with Morgan Lewis London, has advised TAWAL, the leading integrated ICT infrastructure provider in the Kingdom of Saudi Arabia, on the local law aspects of their successful bid to acquire the tower assets of United Group B.V., consisting of more than 4,800 towers across Bulgaria, Croatia and Slovenia, for EUR 1.2 billion. The closing of the transaction is subject to customary regulatory approvals. Kinstellar assisted with due diligence, regulatory advice and local law support on the transaction documents in Bulgaria and Croatia, and ODI Law in Slovenia provided assistance on all Slovenian law aspects of the transaction. The regional team was led by Diana Dimova, Partner in Sofia. The team in Bulgaria
Kinstellar appoints new Service and Sector Heads
Kinstellar supports professional growth by offering a broad range of career development opportunities for our team including Sector/Service line head or co-head roles. We provide growth opportunities to all of our talented lawyers with relevant experience and who have an outstanding track record. We believe in an inclusive recruitment process where we create an equitable application, interview and selection process. We are delighted to announce the appointments of the following sector and service line heads: Müfit Arapoğlu, a Partner in the Istanbul office, is the firm-wide Financial Institutions (non-transactional) Sector Co-Head and the firm-wide Head of Banking, Finance & Capital Markets (service line).
Acquisition of a technology business in Bulgaria: Identifying the right earn-out structure
October 2022 – Over the past few years, the CEE region has been the focus of vibrant M&A activity in the technology sector. Bulgaria is no exception, with a number of acquisitions completed in IT services, software development, gaming, e-commerce, and digital services. A notable trend in the structuring of these transactions is the growing use of earn-out payment structures. In our recent practice, earnouts have been agreed upon in the majority of the acquisitions of tech companies by their founders. While previously earn-outs were not very popular in Bulgaria, such structures have become key to successful acquisitions. They are a useful tool to bridge the different purchase price expectations of the buyer and the seller by providing
Kinstellar advises Earlybird Digital East on their participation in the additional USD 100 million funding of Payhawk
Kinstellar has successfully advised Earlybird Digital East, one of the top venture capital firms in Europe, on an additional USD 100 million extension to the Series B funding round for fintech start-up Payhawk, the all-in-one spend management platform. This latest round of investment increases Payhawk’s Series B round to USD 215 million. Our team has advised Earlybird Digital East since the initial seed funding of Payhawk in March 2020.Payhawk has now reached a valuation of USD 1 billion, becoming the first Bulgarian unicorn. The company will use the Series B funds to further grow its product team, double its efforts to build best-in-class enterprise features, and expand its sales and marketing team for new market penetration
Kinstellar advises Kin + Carta plc, the global digital transformation consultancy, on its acquisition of the Bulgarian software development company Melon Group
Kinstellar has advised Kin and Carta plc, the global digital transformation consultancy, on the Bulgarian law aspects of its acquisition of Melon Group – a digital transformation consulting firm with a presence in Bulgaria, North Macedonia and Kosovo. The European expansion strengthens our client’s nearshore software development capacity and bolsters its pure-play digital transformation capabilities which is part of Kin and Carta’s purpose-driven global growth strategy as a publicly listed B Corp. The fast growing Melon Group is ranked #1 in Bulgaria, and #23 globally by Clutch out of the top 1,000 B2B companies worldwide. Its 300-strong team of web, mobile, and data specialists working across Bulgaria, North