BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co
import control exists with respect to the follow- ing groups of items. • Defence-related products listed in a special list approved by the Bulgarian Council of Ministers and published in the State Gazette in accordance with the Bulgarian Defence- Related Products and Dual-Use Items and Technologies Export Control Act. • Dual-use items subject to control of export, brokering, technical assistance, and transit are listed under Annex I of Regulation (EU) 2021/821. • Dual-use items subject to control of transfer are listed under Annex IV of Regulation (EU) 2021/821. • Defence-related products as well as dual- use items and technology subject to import control are listed under Regulations 208/07.06.2024 of the Bulgarian Council of Ministers. 7.5 Antitrust Regulations The local merger control rules are triggered where a transaction constitutes a “concentra- tion” within the meaning of the Bulgarian Protec- tion of Competition Act and the relevant domes- tic turnover thresholds are met. As a rule, concentrations are notifiable to the Commission for the Protection of Competition (CPC), if they are not within the competence of the European Commission. “Concentration” is in place in case of change of control on a lasting basis and specifically: • in the case of the merger or amalgamation of two or more previously independent under- takings; or • where one or more persons, already control- ling at least one undertaking, acquire con- trol, directly or indirectly, in respect of other
undertakings or parts of them, via acquisition of shares or property, by contract or by any other means. Joint ventures performing on a lasting basis all the functions of an economically autonomous entity would also constitute a concentration. A change of control assessment would require consideration of both the law and facts. Gener- ally, the substantive test is whether the transac- tion will result in the ability to exercise decisive influence over an independent undertaking by means of the right of veto on one or more of the strategic decisions of the company (eg, approval of the budget and business plans, and appoint- ment of senior management). In Bulgaria, there is currently no market-share notification threshold. The quantitative criterion is based on domestic turnover thresholds and a transaction is subject to mandatory prior notifi- cation and clearance by the CPC where: • the combined aggregate annual turnover of all the undertakings participating in the con- centration in the territory of Bulgaria during the preceding financial year exceeds BGN25 million; and • either the total annual turnover of each of at least two of the undertakings participating in the concentration in the territory of Bulgaria during the preceding financial year exceeds BGN3 million; or • the total annual turnover in the territory of Bulgaria during the preceding financial year of the entity subject to acquisition (the target) exceeds BGN 3 million. The undertakings are obliged to notify the CPC of the concentration after the contract is conclud- ed, after the tender bid is publicly announced,
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