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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 Bulgaria: Banking, Finance & Capital Markets briefing
Kinstellar routinely monitors developments in finance, commercial, and contract law and in key regulatory areas relevant for financial institutions in Bulgaria in order to provide the most up-to-date information to our clients operating in or considering investments in the country. With this briefing, we will regularly update you on key developments in Bulgarian legislation, case law, and our Banking, Finance & Capital Markets practice. Please feel free to contact us if you have a topic that you would like us to cover. Update on draft legislation in Bulgaria Limitations on bank fees and commissions A draft bill seeks to amend the Credit Institutions Act by instituting caps on fees
Kinstellar Sofia advises UniCredit Bulbank on Minimart’s first corporate bond issue
Kinstellar has advised UniCredit Bulbank as lead manager of the private placement of corporate bonds worth EUR 25 million by Minimart, a fast-growing chain of convenience stores in Bulgaria. The 250 bonds with a nominal value of EUR 100,000 each have a maturity of 5 years and an interest of 7.77%, paid twice a year. The bonds were subscribed by UniCredit Bulbank, Eurobank Bulgaria, Varengold Bank, and KBC Agro - Bulgaria. The private placement enables Minimart to further expand its retail network to 300 stores in 2025 and invest in its IT infrastructure. Kinstellar’ s team was led by Svilen Issaev (Head of Banking, Finance and Capital Markets in Sofia) and included Senior Associates Nikolay Gergov and Denitsa
The new EU AML framework and its far-reaching implications
The Council of the European Union has recently adopted a new set of Anti-Money Laundering (AML) rules, nearly three years after the European Commission unveiled its package of legislative proposals. The legislative package introduces significant changes to the EU’s AML and Countering the Financing of Terrorism (CFT) landscape, including: A more detailed and synchronised approach as to implementing parts of the AML/CFT regulations such as in respect of client due diligence, internal policies and identification of beneficial owners; A requirement for each obliged entity to have a compliance manager (member of the management body/senior management); Extending the list of obliged entities to include (amongst
Legal aspects of the use of sustainable finance instruments in Bulgaria
The Banking, Finance and Capital Markets team in our Sofia office carried out a training session on the legal aspects of the use of sustainable finance instruments with a focus on green loans, social loans and sustainability-linked loans. The variety of ESG financing instruments allows for some flexibility in the choice of targets and KPIs; still ESG loans should follow the clearly established sustainable finance principles to avoid the risk of declassification or greenwashing claims. In addition to contributing to sustainability goals, these instruments have a wide range of advantages, including economic and reputational benefits. As they are becoming increasingly popular, we will continue monitoring the legal and regulatory
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 Zoo Group Stefanov pet stores on its sale to A&M Capital Europe
Kinstellar Sofia has advised the owners of Zoo Group Stefanov LLC, operating the most popular pet store chain in Bulgaria, on their successful sale of the company to A&M Capital Europe, a European private equity fund. With 29 locations across Bulgaria and a well-established online store, the fast growing brand specialises in the supply of food and accessories for pets. The sale will enable Zoo Group Stefanov LLC to combine with the other pet store business owned by the purchaser in Bulgaria which will ensure its sustained growth in the future. The Kinstellar team in Sofia was led by Atanas Mihaylov (Counsel), and included Nina Tsifudina (Partner), Nikolay Gergov (Associate), and Yasen Toshev (Junior Associate).
“Buy Now, Pay Later” solutions on the rise – regulatory aspects in Bulgaria
The rapid growth of online shopping as a result of the COVID-19 pandemic has led to an increased demand for different payment options for consumers at the checkout. One such option that is increasingly popular with consumers is the “buy now, pay later” (“BNPL”) solution. The hot trend in consumer credit BNPL allows consumers to defer the payment of the product and repay the purchase price in several instalments over a certain period of time, usually at no interest. BNPL is also a palatable option for merchants, as it gives them another avenue to generate sales by providing consumers an accessible opportunity to acquire products on credit. Such manageable payment options are also likely to strengthen consumer