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Varadinov & Co.
Legal Bulletin

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State Gazette, issue 21 /March 13th, 2020
A significant number of amendments to the Law on Regional Development refine the planning, programming, management, resourcing, monitoring, control and evaluation of the implementation of the system of strategic planning documents for regional and spatial development. To the objectives of the law are added the promotion of investments, integration of cross-border regions, provision of territorial basis for sustainable regional and spatial development and implementation of integrated territorial investments, improvement of the status of territories with unfavorable socio-economic, geographical and demographic characteristics, adaptation to climate change and disaster risk reduction. The scope of strategic planning for regional development has been expanded to integrate regional and spatial development and cover the development and updating of a system of documents to reduce disparities in national territory development, taking into account territorial potential, including ensuring the development of cross-border, transnational and interregional cooperation .
The system of documents for strategic planning of regional and spatial development includes: National concept for regional and spatial development; integrated territorial strategies for the development of planning regions; plan for integrated development of the municipality. The documents are in a hierarchical order and are developed for the respective periods. The National Concept for Regional and Spatial Development is adopted by the Council of Ministers on the proposal of the Minister of Regional Development and Public Works. Integrated territorial development strategies are being developed for the planning regions. The Municipal Integrated Development Plan provides spatial, temporal and factual coordination and integration of different policies and planning resources in order to achieve the defined goals for permanent improvement of the economic, social and environmental condition of the municipal territory. The powers of regional development councils responsible for individual parts of the country have been expanded.

State Gazette, issue 26 /March 22nd, 2020
Enhanced regulatory measures are introducing amendments to the Public Offering of Securities Act. The registered auditor, who performs an independent financial audit of the annual financial statements of the public company, in the auditor’s report must express an opinion whether a report on the implementation of the remuneration policy has been provided and whether the report meets the requirements set out in the ordinance under Art. 116c, para. 1. At the request of the public company the foreign persons under Art. 133 of the Markets in Financial Instruments Act, which have acquired financial instruments in their own name but at the expense of other foreign persons, provide the information necessary for the public company to identify and contact the person for whose account the financial instruments have been acquired. The information is provided to provide all the necessary conditions for shareholders to exercise their rights. The information is requested and provided through the Central Securities Depository, at which the relevant securities are registered. In the case of a chain of intermediaries, information is transmitted in a timely manner between them. The public company, the central securities depository where the relevant securities are registered, and other intermediaries who disclose the information are not responsible for violating the restrictions on disclosure of information stipulated by contract or regulation.
A public company that initiates a corporate event shall provide the central securities depository with which the relevant securities are registered: 1. the information which the company is required to provide to its shareholders in order to exercise their rights, and which is targeted at all shareholders holding shares in the relevant class; 2. a message indicating where on the website of the company the information under item 1 can be found when it is published on its website. The Central Securities Depository, at which the respective securities are registered, shall promptly send the information and the message accordingly to the other intermediaries. Intermediaries provide non-intermediary shareholders with access to information and all conditions for a shareholder’s actions related to the exercise of their rights through publicly available instruments and infrastructure, including on the intermediary’s website, unless otherwise agreed with the shareholder. The instruments and infrastructure must allow processing of shareholder instructions related to the exercise of his rights by the intermediaries in accordance with Art. 2 (3) of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements for the implementation of the provisions of Directive 2007/36 / EC of the European Parliament and of the Council as regards shareholder identification , the transmission of information and the facilitation of the exercise of shareholders’ rights. Intermediaries shall transmit to the public company timely and in accordance with the instructions of the shareholders the information received by them concerning the exercise of their rights related to their shares. In the case of a chain of intermediaries, the information is accordingly transmitted between them in a timely manner.
In order to perform an activity as an authorized advisor, it is necessary for the person to be entered in the register under Art. 30, para. 1, item 21 of the Law on Financial Supervision Commissions in accordance with an ordinance of the Commission. Authorized advisers apply a code of conduct that they publicly disclose. Where authorized advisers do not apply a code of conduct, they shall publish detailed reasons for doing so. Where authorized advisers do not apply any of the rules of the code of conduct, they shall publish information which rule does not apply and detailed reasons for doing so, indicating any alternative measures taken, if any. Authorized advisors shall make public at least the following information: the main characteristics of the methodologies and models they use; the main sources of information they use; quality assurance procedures for surveys, advice and recommendations for voting and the qualifications of their employees; whether they also take into account the market conditions in the country and the legal and regulatory requirements, as well as the specific conditions for individual public companies; the main features of the voting policies they apply to each market; communicate with the publicly-listed companies subject to their research, advice or voting recommendations, specifying the scope and nature of the communication; policy on the prevention and management of potential conflicts of interest. The information is published on the web site of the authorized advisers, is updated annually and is free of charge. The information shall be available for a period of not less than three years from its publication. Authorized advisers are required to identify and disclose promptly, fully and in writing to their clients any real or potential conflict of interest or commercial relationship that may affect the preparation of their investigations, consultations or voting recommendations, as well as actions that are undertake to eliminate, restrict or manage a real or potential conflict of interest.
The public company adopts and implements the remuneration policy of the members of its management and control bodies, the requirements for the remuneration policy, its adoption, implementation, disclosure and implementation are determined by an ordinance. The remuneration policy is adopted by the first regular annual general meeting after the acquisition of the quality of a public company. The remunerations and bonuses of the members of the management and control bodies of a public company, as well as the term for which they are due, shall be determined by the General Assembly.

State Gazette, issue 28 /March 24th, 2020
A law on measures and actions during a state of emergency regulates state policy in the crisis with the coronavirus. For the period from 13 March 2020 until the state of emergency is lifted, the following shall cease: procedural time limits for judicial, arbitration and enforcement proceedings, with the exception of time limits in criminal proceedings, under the Extradition Act and the European Arrest Warrant and proceedings relating to measures for coercion; the statute of limitations and other time limits provided for in statutory acts, with the expiry of which rights are extinguished or terminated or obligations arise for individuals, with the exception of the time limits under the Penal Code and the Law on Administrative Offenses and Penalties; the time limits for the implementation of instructions given by an administrative authority to parties or participants in proceedings, with the exception of proceedings under the European Structural and Investment Funds Management Act; the time limits under Chapter Five, Sections I and III, Chapter Eight, Section V, Chapter Ten and Chapter Twelve, Sections I, II and IV of the Anti-Corruption Law and the Forfeiture of Illegally Acquired Property, with the exception of the term under Art. 38, para. 1, item 2 of the same law; the terms under Art. 175c, para. 1 - 3 of the Judiciary Act, with the exception of the term under Art. 175c, para. 1, item 2 of the same law. They shall be extended by one month after the cancellation of the state of emergency: the terms specified by law, other than those specified, which expire during the state of emergency and relate to the exercise of rights or fulfillment of obligations of private entities; the effect of administrative acts, which is limited in time and expires during a state of emergency. All announced public sales and holdings announced by public and private enforcement agents shall be suspended. After the state of emergency is lifted, the public sales and holdings are re-scheduled, with no new fees and charges.
No attachments shall be imposed on the bank accounts of individuals and medical establishments, attachments on salaries and pensions, security measures on medical apparatus and equipment, as well as on the inventory of movable property and real estate owned by individuals, except for liabilities for maintenance, for damage caused by illicit injury and for claims for salaries. Notarial proceedings are limited to urgent ones in compliance with health and hygiene requirements. The Notary Chamber provides notaries on duty with a ratio of at least one notary per 50,000 inhabitants for the respective area. Until the state of emergency is lifted, the consequences of late payment for the payment of private debt obligations, including interest and penalties for late payment, as well as non-monetary consequences such as early payment, contract termination and seizure of property, shall not apply. The law also introduces a number of amendments in the social sphere, health, labor and social security legislation.