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It is our pleasure to share the 4th part of our series on M&A Completion Mechanisms. Below we provide a comparison between the two completion mechanisms in their pure forms. See the full article below or download it.

Unlike the Completion Accounts Mechanism, where the purchase price is finalized after Completion, in the “pure” Locked Box Accounts Mechanism, the purchase price is finalized prior to Signing, when the seller still holds title and control over the Target. Under the Locked Box Mechanism, the Equity Value is determined based typically on the accounts provided

The Completion Accounts Mechanism is praised in the M&A world for more accurately capturing the Equity Value. The simple reason is that the Equity Value is calculated as at the date of Completion. This allows to reflect into the Equity Value every transaction of the Target made by the date the Seller transfers the title

On 4 July 2024, the Minister of e-Government proposed a bill for amendment to the Cybersecurity Act transposing NIS 2 Directive (EU) 2022/2555. All interested parties may publish their comments on the bill in the public consultation process until 3 August 2024. The amendments in the Cybersecurity Act provide only general risk management and reporting

Non-solicitation (no-poach) arrangements may restrict competition between employers, lowering productivity and salaries, restricting expansion or entry of competitors, hindering innovation and even increasing consumer prices. We have outlined those aspects of the non-solicitation arrangements in our previous article on this topic Bulgaria: Non-Solicitation Clauses in Commercial Contracts. Non-solicitation arrangements are widely used in Bulgaria in

When will the FDI screening rules become applicable? On 08.03.2024 amendments to the Bulgarian Investment Promotion Act (“IPA”) were promulgated in the State Gazette, introducing criteria for foreign direct investments in Bulgaria, which will be subject to preliminary screening. However, the FDI screening will not yet be applicable in practice until the Council of Ministers

At the end 2023 the Court of Justice of the European Union announced two judgments on issues related to the application of the General Data Protection Regulation (“GDPR“). Although adopted under specific cases, the judgments provide interpretations that are binding on all national law enforcement authorities within the European Union. Therefore, both judgements should be

Effective as of 13.10.2023, amendments and additions to the Renewable Energy Sources Act (RESA) and several other laws were promulgated in the Bulgarian State Gazette, which aim to develop the prospecting, exploration and use of geothermal energy. A small part of the amendment package is contained in the RESA, mainly definitions. The bulk of the

On 10.10.2023, the long-awaited amendments to the Labour Code (the “LC”) concerning the removal of the employment record were promulgated in the State Gazette. Even before their official publication, these amendments caused a wide public response, as the general perception of the employment record was that it was obsolete and its functions were more related

What is PPA? A PPA (Power purchase agreement) is a contractual agreement for the sale of a certain amount of energy that is generated by a renewable energy source (RES). Usually, PPAs are concluded for a relatively long period of time (between 10 and 20 years) for a fixed price, or for a price linked

On 14.07.2023 certain amendments to the AMLA were promulgated in the State Gazette, which are transposing the requirements of the Fifth Anti-Money Laundering Directive (Directive (EU) 2018/843) and introducing additional measures to improve the anti-money laundering and anti-terrorist financing mechanisms. The amendments to the AMLA introduce significant changes to the way beneficial owners are disclosed