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Covid-19 и отражението му върху гражданското и търговското право на България

Author(s): Polya Goleva / Language(s): Bulgarian Publication Year: 0

The law is not a frozen regulator of public relations and it must take into account sudden changes in the reality. In 2020, 2021, and in the beginning of 2022, our country and the world were hit by a major medical and social evil – the pandemic of the deadly disease COVID-19. It led to a number of changes in the legal framework of various relations in all parts of law, but the most it affected private relations. The state had to intervene through different mechanisms to protect the rights of subjects of civil and commercial law. For the first time on the territory of our country a state of emergency was introduced by an act of the National Assembly. Deadlines were suspended, force majeure and economic frustration were applied, video conferencing was introduced in court proceedings. It is important for science to pay attention to the specific manifestations of these phenomena and to study their application in the justice. Although most of the processes are related to a past stage, they remain relevant, because the events of early 2022 portend turbulent and risky days, no less safe than the already ending pandemic. The dangerous epidemiological situation is being replaced by a worrying high-risk inflation situation fuelled by a military conflict. The red light is still on.

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Правно действие на договора за управление в АД във времето

Author(s): Stoil Malinov / Language(s): Bulgarian Publication Year: 0

The management contract in a joint-stock company regulates the relationship between the joint-stock company and its managers. It should specify the rights and obligations of both parties in relation to the management and representation of the joint stock company. Given the mandatory nature of this contract for some of the members of the governing bodies, it is necessary to clarify its legal effect over time. The management contract should take effect during the existence of the legal relationship. The relationship between the two legal relationships must be legally established.

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Отмяна на арбитражно решение на основание чл. 47, ал. 1, т. 1 от ЗМТА

Author(s): Svetoslav Pandilov / Language(s): Bulgarian Publication Year: 0

The paper is dedicated to the grounds for setting aside of an arbitral award under Art. 47, par. 1, item 1 ZMTA - incapacity of a party to the arbitration agreement at the time of its conclusion. Its field of application has been analyzed, distinguishing it from the invalid arbitration agreements under Art. 47, par. 1, item 2 ZMTA. The cases of conclusion of an arbitration agreement by a person who was not deprived of legal capacity, but could not understand or direct his actions, are examined. The questions which of the parties can refer to the incapacity and whether an objection should be made in this sense before the arbitration in order to be able to subsequently claim the setting aside on the grounds of Art. 47, para. 1, item 1 ZMTA, are also reviewed.

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Brief Overview of the Contract – Formation, Content and Types

Author(s): Hristina Tancheva / Language(s): English Publication Year: 0

The contract is the most important source of rights and obligations in the field of civil law. It is a legally binding agreement that may be enforced by law in case of breach. The parties are free to negotiate and conclude a contract that meets their interest as the process of conclusion includes an offer and acceptance. The parties must negotiate in good faith as they are not obliged to accept the offer but once the agreement is concluded it is binding for them and cannot be amended or terminated unilaterally unless the law or the contract provides otherwise. Most of the contracts are informal and can be concluded orally without written document or notary certification. However, in certain cases the law provides for a specific form of the agreement and if it is not met the contract is invalid. We also have real contracts where in addition to the agreement, delivery of an item is required.

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The Contract Lifecycle – Performance and Remedies for Breach

Author(s): Hristina Tancheva / Language(s): English Publication Year: 0

Following conclusion of an agreement the parties must execute their obligations accurately and in good faith according to the provisions of the contract and the legal rules concerning the time of performance, place of performance, etc. In case of breach, the creditor has various remedies at his or her disposal – to claim performance plus damages for the delay, to claim compensation for non-performance, to terminate the contract (rescission), to withhold his or her own performance until he receives counter-performance in a bilateral contract and so on. When the debtor is in default, the creditor may claim pecuniary and non-pecuniary damages if suffered, or liquidated damages if stipulated in the contract. In the case of delayed monetary obligations, legal interest will accrue. The creditor is also obliged to act in good faith and cooperate in the execution of the obligation, if not mora creditoris occurs.

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Void and Voidable Contracts under Bulgarian Civil and Commercial Law: a Brief Note

Author(s): Irina Bogdanova / Language(s): English Publication Year: 0

This chapter deals with various grounds on which a contract or other juridical act may be void or voidable and provides a brief overview of the general rules of invalidity of contracts in Bulgarian law. Special attention is paid to the vices of consent and some of their legal effects, as well as to the few ‘means’ provided in the law, allowing to ‘save’ a void or voidable contract from the consequences of invalidity, primarily by conversion, performance, ratification and partial invalidity. Beyond the scope of this chapter are some other effects of invalidity of contracts such as the possibility of obtaining damages whether or not the contract is voided, of converting an invalid act into a valid one or of ratifying voidable contracts, which are briefly mentioned at the end of this exhibition. Problems concerning restitution because of the invalidity of juridical acts are also beyond the boundaries of the present report and are outlined only in general terms.

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The Fundamentals of Secured Obligations

Author(s): Hristina Tancheva / Language(s): English Publication Year: 0

Securities serve to guarantee the performance of monetary or non-monetary obligations (contractual or extra-contractual). Depending on the way the interests of the creditor are guaranteed, securities can be personal – another person is liable to the creditor together with the debtor (surety, joint and several liability, bank guarantee), and real – the obligation is guaranteed with a particular movable (pledge) or immovable (mortgage) asset. Pledged property will be delivered to the creditor by general rule, although there are also registered pledges that are established without providing possession of the pledged property, but through the conclusion of a formal contract and its registration in the Central Pledge Register or into another register provided by law. A mortgage is established upon contract conclusion in the form of a notary deed and its entry in the Property register.

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Functional Approach to Time Limits in Civil and Commercial Law. Extinctive Prescription: Surveying the Landscape

Author(s): Irina Bogdanova / Language(s): English Publication Year: 0

This paper aims to explain the concept of ‘time limit’ or ‘term’ in civil law traditions with a focus on the limitation of actions, also known as ‘extinctive prescription’ in civil law jurisdictions such as Bulgaria. The initial section of the chapter delves into the various meanings of the word ‘term’, which include an additional clause to the juridical act that forms the ‘accidentalia negotii’ of the contract, an expression or determination of time, and a period for the extinction of a right or its acquisition. The chapter then briefly compares the acquisition of title to property due to the lapse of time (known as ‘acquisitive prescription’) to the loss of a right resulting from the passage of time (known as ‘extinctive prescription’). The second portion of the paper is exclusively focused on extinctive prescription, starting with its historical origins and legal effects, including the underlying policy considerations for its existence, as well as a comparative perspective and its specific application under Bulgarian civil law. At the end of the exhibition, special attention is paid to the length of different delays, general rules on the commencement of prescription, and the ‘interruption’ and ‘suspension’ of extinctive prescription and their effect.

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General remarks on Agency in Civil and Commercial Law

Author(s): Irina Bogdanova / Language(s): English Publication Year: 0

This chapter aims to present the main features of agency as a legal mechanism and the ‘authority’ of one person – the representative – to affect the principal’s legal position. After a brief historical review, the term of ‘agency’ is defined as the ability of one person to perform legal acts on behalf of another person with a direct effect on the represented person, i.e., the principal. The topic of representative authority and the different types of agency is addressed, with a particular focus on voluntary representation and the legal effects of the power of attorney. Additionally, the issues that arise from self-contracting, acting to the detriment of the principal, and delegation of authority are also discussed.

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Some Issues of Contemporary Company Law in Bulgaria

Author(s): Savina Mihaylova-Goleminova / Language(s): English Publication Year: 0

This chapter presents in a nutshell some issues related to contemporary company law and corporate governance in Bulgaria, different types of companies according to current Bulgarian legislation, including the establishment and the closure of companies, their status and corporate functioning, bankruptcy, liquidation, investment legislation, and other issues.

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Corporate Governance and ESG Standards

Author(s): Marina Stefanova / Language(s): English Publication Year: 0

This chapter presents an overview of some issues related to corporate responsibility and sustainability, and more specifically, to the recent European developments regarding strategic management and reporting. The aim is to help corporate governors, members of C-Suites, and investor relations directors and stewards to understand the content of the concept for ‘corporate social responsibility (CSR) practices’ and their usefulness. The principles of modern corporate governance will be examined and how they correlate with the operations, value creation and reporting of individual corporate governance bodies. Finally, the theory of corporate sustainability will be illustrated by the newest ESG standards, KPIs, reporting requirements and standardized measurements.

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Commercial Transactions. Legal Framework, Concept, Types. Abuse of Rights

Author(s): Ivan Ruschev / Language(s): English Publication Year: 0

This chapter presents the legal framework of commercial transactions. The issue of legal sources (laws, commercial customs, international treaties, decisions of the Constitutional Court and those of the Supreme Court of Cassation) is discussed. Attention is drawn to the concept of commercial transaction, the types of commercial transactions and the correlation between civil and commercial transactions. The issues of the regulation and the nature of abuse of rights as well as the legal consequences of such abuse are also examined.

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Conclusion of Commercial Transactions

Author(s): Ivan Ruschev / Language(s): English Publication Year: 0

This chapter discusses the general conditions of commercial transactions and the parties thereto. It also reviews the ratio between the two legal arrangements given in the law of obligations, as part of general civil law and as part of commercial law, relating to each other as ‘general’ to ‘special regulation’. The issue of the concept of commercial transaction, factual composition of the conclusion of the transaction, the binding force of the offer, and the form of the commercial transaction are presented. Additional acts of the parties or of third parties in connection with the conclusion of a commercial transaction, hardship and cases of transaction confirmation are also examined in this part of the Handbook.

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Bird View on Bulgarian Property Law

Author(s): Georgi Spasov / Language(s): English Publication Year: 0

This chapter presents in a nutshell some issues related to property law, the basic legal framework, including core concepts such as title, possession, usage, easement. Limited rights in real estate, co-ownership and joint ownership of common sites, public and private property are also reviewed. State and municipal property are highlighted, including exclusive public property. A brief introduction is made into issues such as zoning regulations and restrictive requirements, as well as transactions in real estate – objects forms, perfection, etc.

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Bulgarian Competition Law in a Nutshell

Author(s): Georgi Spasov / Language(s): English Publication Year: 0

This chapter presents some basic issues related to the Competition Law at both European and national level, including legal framework, institutional framework of European and national authorities, prohibited agreements, acting in concert, leniency, monopoly and dominance, abuse of market standing, mergers and merger permits, mandatory filing, unfair competition and related breaches are reviewed. Some other matters are also presented such as agricultural and food products chain breaches, competition advocacy, sectoral analyses, challenging decisions of the national regulator and of the European Commission, etc.

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Introduction to Intellectual Property (IP) Law

Author(s): Simona Veleva / Language(s): English Publication Year: 0

The chapter presents key aspects of the intellectual property legal framework. It explores the main types of intellectual property, including copyright and neighbouring rights, patents, trademarks, geographical indications, trade secrets, and utility models. The chapter also includes the main legal aspects of AI regulation in the light of copyright protected works. While intellectual property law safeguards artists’ rights, it also faces the difficult task of maintaining public access to knowledge while promoting innovation. This chapter examines the current discussion about this balance.

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Data Protection Legislation in the European Union and Bulgaria

Author(s): Nevin Feti / Language(s): English Publication Year: 0

Article 8 of the Charter of Fundamental Rights of the European Union guarantees the right to protection of personal data for every individual whatever their nationality or place of residence. The concept of this right requires that personal data be ‘processed fairly for specified purposes and on the basis of the consent of the person concerned or some other legitimate basis laid down by law’. The right to protection of personal data also ensures that everyone has the right of access to data that has been collected concerning him or her, and the right to have it rectified.

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Constitutional Principles of Economics and Finance

Author(s): Orlin Kolev / Language(s): English Publication Year: 0

The chapter examines the constitutional foundations of economic and financial relations. It looks mainly at the principles shaping the economic environment, such as free enterprise and the incentive role of the State for cooperation and economic progress. A distinction is made between principles specific to economic relations and other constitutionally established principles. A link is made between them and the impact of principles in the non-economic sphere on economic processes is considered. The influence of institutes atypical of economic processes is highlighted and their impact on the economic environment is revealed. Principles peripheral to economic relations, such as social justice, social security, equality of citizens before the law, and non-undue restriction of citizens’ rights, are examined and their role in economic relations is highlighted. The constitutional foundations of financial and economic relations are addressed through the operation of the universal principle of the rule of law.

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Constitutional Foundations of Corporate and Financial Law

Author(s): Orlin Kolev / Language(s): English Publication Year: 0

This chapter examines the constitutional foundations of corporate and financial law. It examines the basic principles that determine the functioning of the economic system. It also considers the relationship of the various constitutionally established systems and their interaction with the corporate and financial systems. The main systems that indirectly influence the economic environment are identified, and the impact of social and political systems on the corporate and financial environment is considered. The chapter examines the institutions of direct democracy as a possible mechanism for influencing economic processes. It also examines education as one of the main systems that could have a long-term impact on economic activity and economic processes, determined mainly by corporate and financial law. The key institutes having an immediate impact on the corporate and financial system are reviewed, with attention to the economic elements of public law such as tax setting and financial control in general, and ownership as the main mechanism driving economic activity.

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Fundamentals of Contemporary Financial Law

Author(s): Savina Mihaylova-Goleminova / Language(s): English Publication Year: 0

This chapter presents the fundamentals of contemporary Financial Law. The financial doctrine examines the new challenges facing the Republic of Bulgaria as a member of the European Union (EU), firmly rooted in constitutional, financial and administrative traditions, including case-law in the field of administrative justice. The present study focuses on the challenges facing Bulgaria as member state in the field of Financial Law. Issues related to the subject and method of legal regulation, financial system, legal sources of financial law and financial administration will be reviewed below.

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