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The article discusses the major instruments of restructuring the external debt - the conversion of Brady bonds into Eurobonds. Brady bonds can be used in the privatization process both by the external debt creditors and by all interested local and foreign persons. The article makes an analysis of the legal conditions regulating this type of bond transactions. Eurobonds have been paid more attention to because a process of conversion of Brady bonds into Eurobond emissions is under way. This is characteristic of most states in transition. Eurobonds, as a modification of Brady bonds, have been discussed as a type of securities. Transactions, whose conclusion is a prerequisite for the emission of Eurobonds, have also been under examination – for instance the contract of subscription
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The first question this article attempts to answer regards the legal nature of this act of the Commission for Protection of Competition. The thesis is put forward for the normative nature of the act, from which result important conclusions for its force. The application scope of the decisions is described. The prerequisites and the obstacles for the release of the so-called vertical agreements are analysed. A comparison is made with Regulation N 2790/1990 of the EC and its importance for the process of the harmonization of the Bulgarian Law with the European Law is emphasised. In the end the grounds for the suspending its force is analysed.
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The subject matter of this article is the voidance of decisions made by companies' bodies. Some issues are raised such as the possibility of nullity of the decisions made by the companies' general assembly. An effort is made to identify and systematise some criteria for distinguishing between null decisions and those, which can be nullified. The issues related to procedure under Art. 74 of the Commercial Act are studied in detail. The article ends with certain critical notes de lege ferenda concerning the regulations under Art. 74 and 75 of the CA.
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This article aims to answer the questions about the legal nature and the procedure of the appeal of the decision, issued by the entrustee of public procurement according to Article 22, paragraph 2 of the Public Procurement Act. These questions are interrelated and are of practical use for the better implementation of the law. To some extent the solution to these problems is complicated because the scope and system of appeal of the acts, issued in application of the law is unprecisely formulated in Article 56 of the Public Procurement Act. A number of arguments are given to prove that the decision according to Article 22 is an individual administrative act in the sense of Article 2 of the Administrative Procedure Act. That is why this decision is a subject to an appeal, inde- pendent from the appeal of the decision, issued according to Article 45, paragraph 1 of the Public Procurement Act. This control should be based on the common clause, given in the Administrative Procedure Act, as far there are no limitations for that. There are some characteristics about the terms and the legal interest in challenging this individual administrative act, which are also mentioned. Attention is paid to some different opinions about the problems, treated by the present article.
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This article deals with the last amendments in the Art. 70 of Commercial Law concerning the voidance of the commercial companies. An attempt is made to discuss just a few aspects of the new regulation of Art. 70 of Commercial Law: grounds for voidance of commercial companies, the significance of the regulations of the Law of Obligations and Contracts for some of these grounds, types of voidance and the ways for its determination through the court.
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The present work is designated to analyse the different possibilities which the Law on Public Offering of Securities (LPOS) provides for the carrying out of foreign invest- ments in the form of investing in shares, issued by Bulgarian public joint stock compa- nies. According to Article 110, Paragraph 1 of the LPOS a public company is deemed to be a joint stock company that: 1. has issued shares under the conditions of a primary public offering, or 2. has registered in the register of the public companies and other issuers of securi- ties, maintained by the State Securities Commission, an issue of shares with the aim of trading such shares on the regulated securities markets. The legal definition of a public company shows, that the possibilities for the carrying out of a foreign investment in shares of such a company can be differentiated on the basis of the manner of the acquisition of the shares - as a result of a primary public of- fering or on the regulated securities market, as well as on the basis of the legal method for the acquisition of the rights, attaching to the shares. In connection with the analysis of these issues conclusions regarding the applicable law to the transaction in respect of the acquisition of the shares by the foreign investor, as well as regarding its overall pri- vate international law regime, should be formulated.
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The article deals with some of the recent amendments to the Trade Act. With regard to the legal status of the syndic the issue of the controlling functions on his activities when carried out by a number of persons and the claims against court rulings concerned with his discharge are discussed. Special attention is paid to the problems the new regulations create with regard to the putting in claims, their acceptance and approval according to Chapter 43 in the Trade Act. A critical interpretation is given to the new texts concerning the redeeming claims not laid within the legal time fixed. Some considerations are made about the preclusive character of the time fixed. The questions about the legal regulation of the claims which emerged during the legal proceedings for insolvency and the regained procedural possibility for the interested parties to challenge through a claim court decisions on approving the list of accepted and rejected claims are also critically discussed.
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Since the end of the 19th century, commercial law in Bulgaria and Germany has developed as “special private law of the merchant”. This traditional concept has become under the influence of the law of the European Union and thus the validity of its legal acceptance has been challenged. European law is aware of numerous rules relying on commercial law, but neither does it recognize a commercial law referring to the term “merchant”, nor even a codification of commercial law referring to different terms or concepts. „European commercial law“ is a fully integrated part of private and business law. As a result of the European influence commercial law is going to loose its independence as a legal discipline. Under European law the commercial law is substituted by a concept of law containing rules for specific commercial relations which are no longer determined by traditional personal characteristics of Bulgarian or German commercial law. Influenced by European law the modern business law not only supplements the traditional commercial law, but also offers the legislator a broader scope of regulation. In particular, the legislator can broaden the range of applicability of legal commercial rules. Furthermore, he is able to create rules protecting businessmen especially for the benefit of less skillful merchants or unexperienced start-up partners. Therefore: Commercial law is dead – long live commercial law!
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The principal aim of the article is to evaluate the approximation of the Bulgarian company law with the Third and Sixth Company Law Directives, to define the rules to be enacted in order full consistency to be achieved, and to propose an advantage to be taken of some options provided by the directives. The Bulgarian company law on mergers and divisions of public limited companies is not in full conformity with the Third and Sixth Company Law Directives. The necessary forms of merger are provided, some forms of division (all directive-established forms are optional) - also. Some important legal rules concerning the operations allowed are consistent with the directives - the decision-making by the shareholders, the legal effects of the merger and division and the creditors protection which exceeds the directives minimum standard. The principal defect are the significant lack of shareholders protection rules satisfying the directive requirements in the field of draft terms (although there are such rules in the Law on Public Offering of Securities) and civil liability of Board members and experts, as well as the lack of express provisions concerning the nullity of the operation. Approximation in other minor aspects is also needed.
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The article has the task to formulate conclusions regarding the private international law regime of transactions for the purchase and sale of securities issued by a foreign person, when such transactions are concluded as a result of a public offering of the securities in the country. For this purpose special attention is paid to the direct legal regulation of public offering of “foreign” securities in the country, introduced with the Law on Public Offering of Securities (published in the State Gazette, number 114 of 30.12.1999, in force since 1.02.2000), as well as to the special requirements of the Foreign Currency Law (published in the State Gazette, number 83 of 21.09.1999, in force since 1.01.2000) for the carrying out of transactions in such securities. The analysis of the legal provisions is made from the point of view of the regulation and functioning of the securities market, on the one hand, and from the point of view of private international law, on the other hand. In the same time an attempt is made to clarify the conflict-of-laws-problems of the social relations in respect of the purchase and sale of securities, issued by a foreign person, under the terms of public offering in the country. The conflict-of-laws-solutions are considered in their co-relation with the substantive law regulation in force. The chosen approach is driven by the desire to achieve full-fledged clarification of the applicable legal regime.
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The principal aim of the article is to evaluate the approximation of the Bulgarian company law with the Third and Sixth Company Law Directives, to difine the rules to be enacted in order full consistency to be achieved, and to propose an advantage to be taken of some options provided by the directives. The Bulgarian company law on mergers and divisions of public limited companies is not in full conformity with the Third and Sixth Company Law Directives. The necessary forms of merger are provided, some forms of division (all directive-established forms are optional) - also. Some important legal rules concerning the operations allowed are consistent with the directives - the decision-making by the shareholders, the legal effects of the merger and division and the creditors protection which exceeds the directives minimum standard. The principal defect are the significant lack of shareholders protection rules satisfying the directive requirements in the field of draft terms (although there are such rules in the Law on Public Offering of Securities) and civil liability of Board members and experts, as well as the lack of express provisions concerning the nullity of the operation. Approximation in other minor aspects is also needed.
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the article is discussed the problem of appeal against the procedure acts of the second instance court in civil cases. The autor's oppinion is, that the competence belongs to the Supreme Court of Cassation. This decision is in confirmity with its functional jurisdiction about all acts of the second courts and also with the rulle of art. 15 of the Law on Judiciary, which orders that the court cases are ablle to be considered before three regulare instances.
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The regulation of relations in the field of sports is characterized by the presence of the considerable rule-making powers of sports federations that ensure the development of a particular sport, which is a manifestation of such a phenomenon as the autonomy of sport. States have to take into account this parallel normative reality. The issue of sport autonomy is gaining a new dimension in connection with the emergence of interstate integration associations, as there is a need to determine the relationship between the law of integration associations and the normative order established by sports federations, both national and international. The law of integration associations as interpreted by their judicial institutions plays a significant role in defining the concept of sport autonomy, determining the scope of rule-making powers of sports federations and the boundaries of state regulation in the field of sports. First of all, this influence can be traced in the field of labour law. In many respects the decisions of the courts of such integration associations as the European Union (EU) and the Eurasian Economic Union (EAEU) shaped the modern approaches to the content of the legal model of regulating the work of foreign athletes, taking into consideration such important principles as the freedom of movement of workers and the equality of labour rights for all citizens from the Member States of an integration association. When interpreting the rules governing professional sports activities, the courts of integration associations distinguish between issues in which the sport movement retains its autonomy and the labour (economic) activities of athletes, which are subject to the legislation of the Union. The Court of Justice of the European Union (the CJEU) in its decisions has repeatedly voiced its opinion both on the autonomy of sport and on various aspects of economic activities of athletes and sports organizations. The Court of the Eurasian Economic Union (the EAEU Court) is a much younger court and it has not adjudicated on these issues so far. However, in December, 2018 it rendered its first advisory opinion on the labour activities of professional athletes who are citizens of the EAEU Member States, in which it followed the logic the CJEU had demonstrated in a well-known decision in the Bosman case.
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The international financial system has achieved a radical change in the last twenty years. From the so called Commodity Exchange, which is recognized as the origin of the financial system and even of the derivative one by the economic literature since 1500, to Black & Scholes (1973a) and Merton's (1973b) differential equations, finance abandoned real assumptions taking up those of economic statistical probability. In particular the assumption of securitization, sponsored by the school of El Karoui, subtracted the Keynesian concept of speculation of normal balance I=S from that of mere financial profit. However so extreme changes have been possible thanks to decisions which allowed a regulated system to deregulate itself following the theory of economic liberalism. This work goes over the stages which have caused the international financial crisis by analysing it from a strictly technical point of view. In particular the establishment of the "securitized volatility" conditions of subprime mortgage had compelled the public opinion to move toward the need of going back to a regulation. This necessity led to modify the Basel protocols toward the so called Basel III which, instead, left the "market" free to create new and more dangerous short-term investment funds.
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The premise of the article is an analysis of a partnership conducted by legal advisers. The study is an attempt to systematize the most essential practical issues related to the profession of a legal advisor in the form of a partnership. The rationale for selection of the subject is the hybrid nature of the discussed legal structure. A limited liability partnership is one of the forms of working in the profession of a legal advisor. It is a partnership which has been established by associates (partners) with the intention of practicing an independent profession, and who are running an enterprise under their own name. As far as the partners are concerned, these can only be natural persons who are authorized to practice an independent profession. The catalog of independent professions which may be practiced in the form of a limited liability partnership has been included in Article 88 of the Commercial Companies Code. A legal advisor is one of the legal professions which have been mentioned in this regulation. When analyzing the literature on the subject, one can conclude that a limited liability partnership, in comparison with other commercial companies, is an attractive form of practicing the profession of a legal advisor, above all due to the principles of bearing responsibility for the company’s obligations by the partner. Concurrently, a limited liability partnership, combining a limitation of personal liability, clear representation principles when exercising the possibility of appointing a management board, as well as the possibility of accumulating financial, as well as intellectual, capital, responds to the needs of the free market of services, the growing competition, and thus enables an increase in the quality of the services rendered.
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At the beginning of 2019, the Romanian legislator regulated in the Fiscal Procedure Code the mediation within the forced fiscal execution, a procedure distinct from that of the conventional mediation carried out through the mediators, this being a special, voluntary mediation between the tax authority and the debtor-taxpayer, without the presence of an independent third party, which would be the mediator. The tax mediator, besides mediating tax disputes between the tax administration and the taxpayers, also makes proposals and recommendations, bringing to the acting minister’s attention what needs to be improved or changed. By carrying out an analysis of Comparative Law with the French model, the present study aims to highlight the advantages of implementing this system in Romania, following the example of other European states where this institution operates and where it’s appreciated by both taxpayers and tax authorities, exempting the courts and parties from the costs of a trial and time.
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Synthesis of annotated national tax case law
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Summary of judgements on tax matters delivered by the Court of Justice of the European Union between May-June 2021
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