Technology M&A 2025

BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co

9. Due Diligence/Data Privacy 9.1 Technology Company Due Diligence Overall, the due diligence process in Bulgar- ian technology M&A transactions is designed to provide bidders with the information they need to make informed decisions and to miti- gate risks. The information is usually provided under strict terms and conditions set forth in express non-disclosure agreements. Clean team arrangements and insider trading prohibitions are common. While there may be specific limi- tations on the information that can be provided (eg, GDPR restrictions), public companies are generally expected to provide a reasonable level of due diligence to potential buyers. The level of technology due diligence that the board may allow will depend on the specific circumstances of the transaction. Sensitive or confidential infor- mation can be provided in stages, and the most confidential information may be provided only to top-ranked bidders or after submission of bind- ing offer. 9.2 Data Privacy Any processing of personal data during the due diligence of a technology company would need to be compliant with the requirements of the EU GDPR. There are no locally specific personal data protection rules in Bulgaria concerning the due diligence process. Specifically, disclosure of personal data must be minimised if insignificant for the due diligence process. The only available legal basis under the GDPR for such disclosure would be the legiti- mate interests of the involved parties. Hence, the disclosure must be truly necessary and bal- anced against the rights and freedoms of the affected data subjects. The legitimate interest assessment should be duly documented. Over- all, certain categories of personal data would

ing requirements serve only the purposes of the statistics of the national payment balance and of the international investment position of Bulgaria. 8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments Recently, some legal developments affected the Public Offering of Securities Act (POSA) which resulted from transposition of the Shareholder Rights Directive II into Bulgarian legislation. The amendments to POSA include regulation of proxy advisers, General Meeting of Sharehold- ers’ approval and publication of the policy on remuneration for board members, as well as publication of a report on the fulfilment of the remuneration policy, etc. Measures for implementation of Regulation (EU) 2020/1503 on European crowdfunding service providers for business were undertaken. Other foreseeable legal developments which might affect technology M&A, include the euro reform and currency adoption in Bulgaria. As a condition to membership in the eurozone, Bulgaria should fulfil certain convergence crite- ria. In this regard, the Parliament also adopted a decision to accelerate and complete the process of practical preparations for adoption of the euro in Bulgaria. According to this decision, the gov- ernment should request a date for the country’s accession to the eurozone from 1 July 2025 if convergence criteria are met.

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